Exhibit
4.1


SUPPLEMENTAL INDENTURE NO. 10


by and between


HOSPITALITY
PROPERTIES TRUST,


and


U.S.
BANK NATIONAL ASSOCIATION,


as Trustee


as of March 7, 2007


SUPPLEMENTAL TO
THE INDENTURE DATED AS OF FEBRUARY 25, 1998


HOSPITALITY PROPERTIES TRUST


3.80% Convertible Senior Notes due
2027













THIS SUPPLEMENTAL
INDENTURE NO. 10 (this “Supplemental Indenture”)
made and entered into as of March 7, 2007 between HOSPITALITY PROPERTIES TRUST,
a Maryland real estate investment trust (the “Company”),
and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee.


WITNESSETH THAT:


WHEREAS, the
Company and the Trustee entered into that certain Indenture dated as of
February 25, 1998 (the “Indenture”),
relating to the Company’s issuance, from time to time, of various series of
debt securities;


WHEREAS, the
Company has determined to issue debt securities known as its 3.80% Convertible Senior Notes due
2027 (the “Notes”);


WHEREAS, the
Indenture provides that certain terms and conditions for each series of debt
securities issued by the Company thereunder may be set forth in an indenture
supplemental to the Indenture;


NOW, THEREFORE,
THIS SUPPLEMENTAL INDENTURE WITNESSETH:


ARTICLE ONE

DEFINED TERMS


Section 1.01.                             The following definitions
supplement, and, to the extent inconsistent with, replace the definitions in
Section 101 of the Indenture:


“Additional Notes” has the meaning
provided in Section 2.02 hereof.


“Additional Interest” has the meaning
specified for Liquidated Damages in the Registration Rights Agreement.


“Additional Interest Notice”
has the meaning provided in Section 2.25 hereof.


“Additional Shares” has
the meaning provided in Section 2.10 hereof.


“Applicable Conversion Period” means, with respect to a
conversion of Notes, the 10 consecutive Trading Day period commencing on the
third Trading Day following the date the Notes are tendered for conversion.


“Average Price” means, with respect to a conversion of Notes,
an amount equal to the average of the Closing Sale Prices of Common Shares for
each Trading Day in the Applicable Conversion Period.


“Business Day” means, with respect to any Note, any day,
other than a Saturday, Sunday or any other day on which banking institutions in
The City of New York or in the city in which the Corporate Trust Office of the
Trustee is located are authorized or obligated by law or executive order to
close.



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“Change in Control” means the occurrence at any time any of
the following events:


(1) consummation of any transaction or event
(whether by means of a share exchange or tender offer applicable to Common
Shares, a liquidation, consolidation, recapitalization, reclassification,
combination or merger of the Company or a sale, lease or other transfer of all
or substantially all of the consolidated assets of the Company) or a series of
related transactions or events pursuant to which all of the outstanding Common
Shares are exchanged for, converted into or constitute solely the right to
receive, cash, securities or other property;


(2) any “person” or “group” (as such terms are used
for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not
applicable), other than the Company or any majority owned subsidiary of the
Company or any employee benefit plan of the Company or such subsidiary, is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of more than 50% of the total voting
power in the aggregate of all classes of capital shares of the Company then
outstanding entitled to vote generally in elections of the Company’s trustees;
or


(3) during any period of 12 consecutive months
after the date of original issuance of the Notes, persons who at the beginning
of such 12-month period constituted the Board of Trustees of the Company,
together with any new persons whose election was approved by a vote of a
majority of the persons then still comprising the Board of Trustees of the
Company who were either members of the Board of Trustees of the Company at the
beginning of such period or whose election, designation or nomination for
election was previously so approved, cease for any reason to constitute a
majority of the Board of Trustees of the Company.


Notwithstanding
the foregoing, even if any of the events specified in the preceding clauses (1)
through (3) have occurred, except as specified in clause (x), a Change in
Control will not be deemed to have occurred if either:


(x) the Closing Sale Price per Common Share for any
five Trading Days within (i) the period of 10 consecutive Trading Days
ending immediately after the later of the Change in Control or the public
announcement of the Change in Control, in the case of a Change in Control
relating to an acquisition of capital shares, or (ii) the period of 10
consecutive Trading Days ending immediately after the Change in Control, in the
case of a Change in Control relating to a merger, consolidation or asset sale,
equals or exceeds 105% of the Conversion Price applicable to the Notes in
effect on each of those Trading Days; provided, however,
that the exception to the definition of “Change in Control” specified in this
clause (x) shall not apply in the context of a Change in Control for purposes
of Section 2.10 or Section 2.11(d); or


(y) at least 90% of the consideration (excluding cash
payments for fractional shares and cash payments made pursuant to dissenters’
appraisal rights) in a merger, consolidation or other transaction otherwise
constituting a Change in Control consists of common stock (or depositary
receipts or other certificates representing common equity interests) traded on
a national securities exchange or quoted on an automated over the 



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counter trading market in the United States (or will be so traded or
quoted immediately following such merger, consolidation or other transaction)
and as a result of the merger, consolidation or other transaction the Notes
become exchangeable into such common stock (or depositary receipts or other
certificates representing common equity interests).


For the purposes
of this definition, “person” includes any syndicate or group that would be
deemed to be a “person” under Section 13(d)(3) of the Exchange Act.


“Change in Control Purchase Date” has the meaning provided in
Section 2.09 hereof.


“Change in Control Purchase Notice” has the meaning provided
in Section 2.09 hereof.


“Change in Control Purchase Price” has the meaning provided
in Section 2.09 hereof.


“Closing Sale Price” of the Common Shares or other capital
shares or similar equity interests or other publicly traded securities on any
date means the closing sale price per share (or, if no closing sale price is
reported, the average of the closing bid and ask prices or, if more than one in
either case, the average of the average closing bid and the average closing ask
prices) on such date as reported on the principal U.S. securities exchange on
which the Common Shares or such other capital shares or similar equity
interests or other securities are traded or, if the Common Shares or such other
capital shares or similar equity interests or other securities are not listed
on a U.S. national or regional securities exchange, as reported by the National
Quotation Bureau Incorporated or another established over the counter trading
market in the United States. The Closing Sale Price shall be determined without
regard to after-hours trading or extended market making. In the absence
of the foregoing, the Company shall determine the Closing Sale Price on such
basis as it considers appropriate.


“Common Shares” means common shares of beneficial interest,
par value $.01 per share, of the Company.


“Company” has the meaning provided in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of the Indenture, and thereafter “Company” shall mean
such successor Person.


“Company Notice” has the meaning provided in Section 2.09
hereof.


“Conversion Agent” means the office or agency designated by
the Company where the Notes may be presented for conversion.


“Conversion Price” means, as of any date of determination,
for $1,000 principal amount of Notes, the quotient of $1,000 divided by the
Conversion Rate in effect as of such date, rounded to the nearest $0.01, with
$0.005 rounded upward.


“Conversion Rate” means the number of Common Shares by
reference to which the Conversion Value shall be determined, which shall be
initially 19.8018 Common Shares for each $1,000 principal amount of Notes and
as the same shall be adjusted from time to time in accordance with the
provisions hereof and of the Notes.



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“Conversion Value” means, for each $1,000 principal amount of
Notes, the product of (a) the applicable Conversion Rate, multiplied by
(b) the Average Price.


“Corporate Trust Office”
means One Federal Street, 3rd  Floor,
Boston, Massachusetts 02110, or such other address as may be designated from
time to time by the Trustee by providing written notice to the Company.


“Daily
Share Amount” has the meaning provided in Section 2.12
hereof.


“Depositary” has the meaning provided in Section 2.03 hereof.


“Effective Date” has the meaning provided in
Section 2.10 hereof.


“Exchange Act” means the Securities Exchange Act of 1934, as
amended.


“Expiration Time”
has the meaning provided in Section 2.14(e) hereof.


“Initial Purchasers” means each of Merrill Lynch, Pierce,
Fenner & Smith, Incorporated, Morgan Stanley & Co. Incorporated, UBS
Securities LLC, RBC Capital Markets Corporation and Wachovia Capital Markets,
LLC (each, an “Initial Purchaser”).


“interest” means, when used with reference to the Notes, any
interest payable under the terms of the Notes, including Additional Interest,
if any, payable under the terms of the Registration Rights Agreement.


“Indenture” has the meaning provided in the preamble of this
instrument.


“Interest Payment Date” has the meaning provided in Section
2.05 hereof.


“Net Amount” has the meaning provided in Section 2.12 hereof.


“Net Cash Amount” has the meaning provided in Section 2.12
hereof.


“Net Shares” has the meaning provided in Section 2.12 hereof.


“Notes” means the Company’s
3.80% Convertible Senior Notes due 2027, issued under this Supplemental
Indenture and the Indenture, as amended or supplemented from time to time.


“Optional Repurchase Date” has the meaning provided in
Section 2.08 hereof.


“Optional Repurchase Notice” has the meaning provided in
Section 2.08 hereof.


“Optional Repurchase Price” has the meaning provided in
Section 2.08 hereof.


“PORTALSM Market” means The PORTAL Market operated
by the Nasdaq Stock Market or any successor thereto.


“Principal Return” has the meaning provided in Section 2.12
hereof.



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“Purchase Agreement” means the Purchase Agreement, dated
March 2, 2007, among the Company and the Initial Purchasers.


“Redemption Date” means, with respect to any Note or portion
thereof to be redeemed in accordance with the provisions of Section 2.07
hereof, the date fixed for such redemption in accordance with the provisions of
Section 2.07 hereof.


“Redemption Price” has the meaning provided in Section 2.07
hereof.


“Reference Dividend” has the meaning
provided in Section 2.14(d) hereof.


“Registration Rights Agreement” means the Registration Rights
Agreement, dated as of March 7, 2007, among the Company and the Initial
Purchasers, as amended from time to time in accordance with its terms.


“Regular Record Date” has the meaning provided in Section
2.05 hereof.


“Restricted Securities” has the meaning provided in Section
2.23 hereof.


“Rights Plan” means the Rights Agreement,
dated as of May 20, 1997, between the Trust and Wells Fargo Bank, National Association (as successor rights agent
to State Street Bank and Trust Company), as rights agent, any replacement
agreement therefor or any successor or supplemental shareholder rights
protection plan adopted by the Company’s board of trustees, each as in effect
from time to time.


“Rule 144A” means Rule 144A as promulgated under the
Securities Act as it may be amended from time to time hereafter.


“Securities Act” means the Securities Act of 1933, as
amended.


“Special Interest” has the meaning provided
in Section 2.18(b) hereof.


“Special Interest Event of Default” has the
meaning provided in Section 2.18(b) hereof.


“Spin-Off” has the meaning provided in
Section 2.14(c) hereof.


“Stated Maturity” means the date specified as such in Section
2.04 hereof.


“Share Price” has the meaning provided in
Section 2.10 hereof.


“Trading Day” means a day during which trading in securities
generally occurs on the New York Stock Exchange or, if the Common Shares are
not then listed on the New York Stock Exchange, on the principal other U.S.
national or regional securities exchange on which the Common Shares are then listed
or, if the Common Shares are not then listed on a U.S. national or regional
securities exchange, on the principal other market on which the Common Shares
are then traded.


“Trading Price” means, with respect to the Notes on any date
of determination, the average of the secondary market bid quotations per $1,000
principal amount of Notes obtained 



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by the Trustee for a
$5,000,000 principal amount of Notes at approximately 3:30 p.m., New York City
time, on such determination date from two independent nationally recognized
securities dealers selected by the Company, which may include one or more of
the Initial Purchasers or any successor to such entities.  If at least two such bids cannot reasonably
be obtained by the Trustee, but one such bid can reasonably be obtained by the
Trustee, then one bid shall be used. If the Trustee cannot reasonably obtain at
least one bid for a $5,000,000 principal amount of Notes from a nationally
recognized securities dealer or, in the reasonable judgment of the Company, the
bid quotations are not indicative of the secondary market value of the Notes,
then the Trading Price per $1,000 principal amount of Notes shall be deemed to
be less than 98% of the product of the Closing Sale Price of the Common Shares
and the Conversion Rate on such determination date.


“Trigger Event” has the meaning provided in
Section 2.14 hereof.


“Trust Indenture Act” means the Trust Indenture Act of 1939,
as amended.


ARTICLE TWO

TERMS OF THE NOTES


Section 2.01.                             Title.  The Notes shall constitute a series of
Securities designated as the “3.80% Convertible Senior Notes due 2027” of the
Company.


Section 2.02.                             Aggregate Principal
Amount.  The aggregate principal
amount of Notes which may be authenticated and delivered under this
Supplemental Indenture is initially limited in aggregate principal amount to
$575,000,000, except as otherwise permitted by the provisions of the Indenture;
provided that the Company may from time to time, without the consent of the
Holders of the Notes, increase the principal amount of the Notes by issuing
additional Securities in the future (the “Additional Notes”)
having the same terms and ranking equally and ratably with the Notes in all
respects and with the same CUSIP number as the Notes, except for the difference
in the issue price and interest accrued prior to the issue date of such
Additional Notes, provided that such Additional Notes constitute part of the
same issue as the Notes for U.S. federal income tax purposes.  Any Additional Notes will be treated as a
single series with the Notes under the Indenture and shall have the same terms
as to status, redemption, repurchase, conversion and otherwise as the Notes.


Section 2.03.                             Registered Securities
in Book-Entry Form.  The Notes
shall be issuable in the form of one or more global Securities registered in
the name of The Depository Trust Company’s nominee, and shall be deposited
with, or on behalf of, The Depository Trust Company, New York, New York (the “Depositary”). The Notes may be surrendered for registration
of transfer and for conversion at the office or agency of the Company
(including the Corporate Trust Office of the Trustee) maintained for such
purpose, or at any other office or agency maintained by the Company for such
purpose.


Section 2.04.                             Stated Maturity of
Principal.  The Stated Maturity of
the principal of the Notes shall be March 15, 2027.



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Section 2.05.                             Interest.  The Notes shall bear interest at the rate of 3.80% per annum from and including
March 7, 2007, or from the most recent Interest Payment Date to which interest
has been paid or provided for, as the case may be, and will be payable semi-annually
in arrears on March 15 and September 15 of each year (each, an “Interest Payment Date”), commencing on September 15, 2007,
until the principal thereof is paid or duly made available for payment, to the
Persons in whose names such Notes are registered at the close of business on
the February 28 or August 31 (whether or not a Business Day) immediately
preceding the applicable Interest Payment Date (each, a “Regular Record
Date”).  Interest payable on
each Interest Payment Date shall equal the amount of interest accrued for the
period commencing on and including the immediately preceding Interest Payment
Date in respect of which interest has been paid (or commencing on and including
March 7, 2007, if no interest has been paid) and ending on and including the
day immediately preceding such Interest Payment Date.  Interest on the Notes will be computed on the
basis of a 360-day year consisting of twelve 30-day months.


If the Company
shall redeem the Notes in accordance with the provisions of Section 2.07
hereof, or if a Holder shall surrender a Note for repurchase by the Company in
accordance with the provisions of 2.08 or 2.09 hereof, subject to the next
succeeding sentence, accrued and unpaid interest (including Additional
Interest, if any) shall be payable to each Holder that shall have surrendered
such Note for redemption or repurchase, as the case may be. However, if an
Interest Payment Date shall fall on or prior to the Redemption Date or Optional
Repurchase Date or Change in Control Purchase Date, as the case may be, for a
Note and after the related Regular Record Date, accrued and unpaid interest
(including Additional Interest, if any) due on such Interest Payment Date shall
be payable instead to the Person in whose name such Note is registered at the
close of business on the related Regular Record Date.


Section 2.06.                             Place of Payment.  The principal of
and the interest on the Notes shall be payable at the office or agency of the
Company (including the Corporate Trust Office of the Trustee) maintained for
such purpose in the in the manner specified in the Indenture.


Section 2.07.                             Redemption.  The Company shall
not have the right to redeem any Notes prior to March 20, 2012, except to
preserve the Company’s status as a real estate investment trust for United
States Federal income tax purposes.  If,
at any time, the Company determines it is necessary to redeem the Notes in
order to preserve the Company’s status as a real estate investment trust, the
Company may, upon not less than 30 nor more than 60 days’ prior written notice
by mail to the Holders of the Notes, redeem the Notes in whole or in part, for
cash equal to 100% of the principal amount of the Notes to be redeemed plus
unpaid interest (including Additional Interest, if any) accrued thereon to, but
excluding, the Redemption Date. In such case, the Company shall provide the
Trustee with an Officers’ Certificate evidencing that the Board of Trustees of
the Company has, in good faith, made the determination that it is necessary to
redeem the Notes in order to preserve the Company’s status as a real estate
investment trust for United States Federal income tax purposes, on which the
Trustee may conclusively rely.



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The Company shall
have the right to redeem the Notes, in whole or in part at any time or from
time to time, on or after March 20, 2012 upon not less than 30 nor more than 60
days’ prior written notice by mail to the Holders of the Notes, at a redemption
price (“Redemption Price”) for cash equal to
100% of the principal amount of the Notes to be redeemed plus unpaid interest
(including Additional Interest, if any) accrued thereon to, but excluding, the
Redemption Date. If less than all the Notes are to be redeemed, the Trustee (or
in the case of Notes in book-entry form, the Depositary) shall select the Notes
to be redeemed (in principal amounts of $1,000 and integral multiples thereof)
on a pro rata basis or by such other method
the Trustee or the Depositary, as applicable, considers fair and
appropriate.  The Trustee or the
Depositary, as applicable, shall make the selection at least 30 days but not
more than 60 days before the Redemption Date from Outstanding Notes not previously
called for redemption.  Notes and portions
of the principal amount thereof selected for redemption shall be in integral
multiples of $1,000.  The Trustee shall
notify the Company promptly of the Notes or portions of the principal amount
thereof to be redeemed.  If the Trustee
or the Depositary selects a portion of a Note for partial redemption and a
Holder converts a portion of the same Note in accordance with the provisions of
Section 2.11 hereof before termination of the conversion right with respect to
the portion of the Note so selected, the converted portion of such Note shall
be deemed to be from the portion selected for redemption.  Notes that have been converted during a
selection of Notes to be redeemed shall be treated by the Trustee as Outstanding
for the purpose of such selection.


In the event of
any redemption in part, the Company shall not be required to: (i) issue or
register the transfer or exchange of any Note during a period beginning at the
opening of business 15 days before any selection of Notes for redemption and
ending at the close of business on the earliest date on which the relevant
notice of redemption is deemed to have been given to all Holders of Notes to be
so redeemed, or (ii) register the transfer or exchange of any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.


In addition to
those matters set forth in Section 1104 of the Indenture, a notice of
redemption of Notes in accordance with the provisions of the two preceding
paragraphs shall state:


(a)                                  the
name of the Paying Agent and Conversion Agent;


(b)                                 the
then current Conversion Rate;


(c)                                  that
Notes called for redemption may be converted at any time prior to the close of
business on the second Business Day immediately preceding the Redemption Date;
and


(d)                                 that
Holders who wish to convert Notes must comply with the procedures relating
thereto specified in Section 2.13 hereof.


The Company shall
notify the Trustee of any redemption of Notes in accordance with Section 1102
of the Indenture.


Section 2.08.                             Repurchase Rights.  A Holder of Notes
shall have the right to require the Company to repurchase such Holder’s Notes,
in whole or in part (in principal 



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amounts of $1,000 or an integral multiple thereof), on each of March
20, 2012, March 15, 2017 and March 15, 2022 (each, an “Optional
Repurchase Date”) for cash equal to 100% of the principal amount of
the Notes to be repurchased plus unpaid interest (including Additional
Interest, if any) accrued thereon to, but excluding, the Optional Repurchase
Date (such amount, the “Optional Repurchase Price”),
subject to satisfaction by or on behalf of the Holder of the requirements set
forth below.


On or before the
30th day prior to each Optional Repurchase Date, the Company shall provide
notice in accordance with the Indenture to the Trustee, any Paying Agent and
all Holders (and to beneficial owners to the extent required by applicable
law).  The notice shall include a form of
Optional Repurchase Notice to be completed by the Holder and shall state:


(a)                                  the
date by which the Optional Repurchase Notice must be delivered to the Paying
Agent;


(b)                                 the
Optional Repurchase Date;


(c)                                  the
Optional Repurchase Price;


(d)                                 the
name and address of the Trustee, the Paying Agent and the Conversion Agent;


(e)                                  that
Notes must be surrendered to the Paying Agent to collect payment of the
Optional Repurchase Price;


(f)                                    that
the Optional Repurchase Price for any Note as to which an Optional Repurchase
Notice has been duly given will be paid within two Business Days after the
later of the Optional Repurchase Date or the time at which such Notes are
surrendered for repurchase;


(g)                                 that,
unless the Company defaults in making payment of the Optional Repurchase Price,
interest on Notes surrendered for repurchase will cease to accrue on and after
the Optional Repurchase Date;


(h)                                 that
Notes in respect of which an Optional Repurchase Notice is provided by a Holder
shall not be convertible in accordance with their terms even if otherwise
convertible unless such Holder validly withdraws such Optional Repurchase
Notice in accordance with the provisions of this Section 2.08; and


(i)                                     the
CUSIP number of the Notes.


The Company shall
also disseminate a press release through Dow Jones & Company, Inc. or
Bloomberg Business News containing the information specified in such notice or
publish such information in a newspaper of general circulation in The City of
New York or on the Company’s website, or through such other public medium as
the Company shall deem appropriate at such time.



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A Holder may
exercise its rights specified in this Section 2.08 upon delivery of a written
notice of repurchase (an “Optional Repurchase Notice”)
to the Paying Agent during the period beginning at any time from the opening of
business on the date that is 30 days prior to the applicable Optional
Repurchase Date until the close of business on the third Business Day prior to
such Optional Repurchase Date, stating:


(a)                                  if
such Notes are in certificated form, the certificate number(s) of the Notes
which the Holder will deliver to be repurchased;


(b)                                 the
principal amount of the Notes to be repurchased, in integral multiples of
$1,000, provided that the remaining principal amount of Notes is in an
authorized denomination; and


(c)                                  that
such Notes shall be repurchased pursuant to the applicable provisions hereof
and the Notes.


The Paying Agent
shall promptly notify the Company in writing of the receipt by it of any
Optional Repurchase Notice.


Book-entry
transfer of Notes in book-entry form in compliance with appropriate
procedures of the Depositary or delivery of Notes in certificated form,
together with all necessary endorsements, to the Paying Agent on or after the
Optional Repurchase Date at the offices of the Paying Agent shall be a
condition to the receipt by the Holder of the Optional Repurchase Price
therefor.  Holders electing to require
the Company to repurchase Notes must effect such transfer or delivery to the
Paying Agent prior to the Optional Repurchase Date to receive payment of the
Optional Repurchase Price on or within two Business Days after the Optional
Repurchase Date.  The Company shall pay
the Optional Repurchase Price within two Business Days after the later of the
Optional Repurchase Date or the time of such transfer or delivery of the Notes.


An Optional
Repurchase Notice may be withdrawn in whole or in part by a Holder by means of
a written notice of withdrawal delivered to the office of the Paying Agent
prior to the close of business on the third Business Day prior to the Optional
Repurchase Date specifying:


(a)                                  the
Holder’s name;


(b)                                 the
principal amount of Notes in respect of which the Optional Repurchase Notice is
being withdrawn, which must be an integral multiple of $1,000;


(c)                                  if
the Notes subject to the notice of withdrawal are in certificated form, the
certificate number(s) of all Notes subject to the notice of withdrawal; and


(d)                                 the
principal amount of Notes, if any, that remains subject to the Optional
Repurchase Notice, which must be an integral multiple of $1,000.


If Notes subject
to the notice of withdrawal are in book-entry form, the above notices must also
comply with the applicable procedures of the Depositary.



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On or before 10:00 a.m. (New York City time) on the
Optional Repurchase Date, the Company shall deposit with the Paying Agent (or
if the Company or an Affiliate of the Company is acting as the Paying Agent,
shall segregate and hold in trust) money sufficient to pay the aggregate
Optional Repurchase Price of the Notes to be repurchased pursuant to this
Section 2.08. If the Paying Agent holds, in accordance with the terms of the
Indenture, money sufficient to pay the Optional Repurchase Price of such Notes on
the Optional Repurchase Date, then on and after such date, such Notes shall
cease to be Outstanding and interest on such Notes shall cease to accrue on the
day prior to such date, and all rights of the Holder of such Notes shall
terminate (other than the right to receive the Optional Repurchase Price after
delivery or transfer of the Notes).  Such
will be the case whether or not book-entry transfer of the Notes in book-entry
form is made and whether or not Notes in certificated form, together with the
necessary endorsements, are delivered to the Paying Agent.


Notwithstanding the foregoing, no Notes may be
repurchased by the Company in accordance with the provisions of this Section
2.08 if there has occurred and is continuing an Event of Default with respect
to the Notes (other than a default in the payment of the Optional Repurchase
Price).


To the extent legally required in connection with a
repurchase of Notes, the Company shall comply with the provisions of Rule 13e-4
and other tender offer rules under the Exchange Act then applicable, if any,
and will file a Schedule TO or any other schedule required under the Exchange
Act.


The Company may arrange for a third party to purchase
Notes for which the Company has received a valid Optional Repurchase Notice
that has not been properly withdrawn, in the manner and otherwise in compliance
with the requirements set forth herein and in the Notes (including, without
limitation, any applicable restrictions on transfer); provided that the Company
shall give written notice to the Trustee of such arrangement not less than one
Business Day prior to the Optional Repurchase Date, which notice shall, at a
minimum, identify such third party and identify the Notes to be so purchased
(and which shall continue to be Outstanding, as provided in the next sentence).
If a third party purchases any Notes under such circumstances, then interest
will continue to accrue on the Notes and such Notes will continue to be
Outstanding after the Optional Repurchase Date for all purposes of the Indenture
and will be fungible with all other Notes then Outstanding.


Section 2.09.          Repurchase at Option of Holders
upon a Change in Control.  If a Change in Control occurs at any time
prior to March 20, 2012, a Holder of Notes shall have the right to require the
Company to repurchase such Holder’s Notes, in whole or in part (in principal
amounts of $1,000 or an integral multiple thereof) for cash equal to 100% of
the principal amount of the Notes to be repurchased, plus unpaid interest
(including Additional Interest, if any) accrued thereon to, but excluding, the
Change in Control Purchase Date (such amount, the “Change in Control Purchase Price”), subject to satisfaction by
or on behalf of the Holder of the requirements set forth below.  If a Change in Control occurs on or after
March 20, 2012, Holders of Notes will not have any right to require the Company
to repurchase its Notes, except in accordance with Section 2.08.



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Within 30 days after the
occurrence of a Change in Control, the Company shall provide notice of the
particular Change in Control and of the repurchase right arising as a result of
such Change in Control (the “Company Notice”)
in accordance with the Indenture to the Trustee, any Paying Agent and to each
Holder (and to beneficial owners to the extent required by applicable
law).  The notice shall include a form of
Change in Control Purchase Notice (defined below) to be completed by the Holder
and shall state:


 


(a)           briefly, the events causing a Change
in Control and the date of such Change in Control;


(b)           the date by which the Change in
Control Purchase Notice must be delivered to the Paying Agent;


(c)           the date on which the Company will
repurchase Notes upon a Change in Control, which must be not less than 15 days
nor more than 30 days after the date of the Company Notice (such date, the “Change in Control Purchase Date”);


(d)           the Change in Control Purchase Price;


(e)           the name and address of the Trustee,
the Paying Agent and the Conversion Agent;


(f)            that Notes in respect of which a
Change in Control Purchase Notice is provided by a Holder shall not be
convertible unless such Holder validly withdraws such Change in Control
Purchase Notice in accordance with the provisions of this Section 2.09;


(g)           that Notes must be surrendered to the
Paying Agent to collect payment of the Change in Control Purchase Price;


(h)           that the Change in Control Purchase
Price for any Note as to which a Change in Control Purchase Notice has been
duly given will be paid within two Business Days after the later of the Change
in Control Purchase Date or the time at which such Notes are surrendered for
repurchase;


(i)            that, unless the Company defaults in
making payment of the Change in Control Purchase Price, interest on Notes
surrendered for repurchase will cease to accrue on and after the Change in
Control Purchase Date; and


(j)            the CUSIP number of the Notes.


The Company shall also disseminate a press release
through Dow Jones & Company, Inc. or Bloomberg Business News announcing the
occurrence of such Change in Control or publish such information in a newspaper
of general circulation in The City of New York or on the Company’s website, or
through such other public medium as the Company shall deem appropriate at such
time.



 13
 









A Holder may exercise its rights specified in this
Section 2.09 upon delivery of a written notice of such Holder’s exercise of its
repurchase right (a “Change in Control Purchase
Notice”) to the Paying Agent at any time prior to the close of
business on the third Business Day prior to the Change in Control Purchase
Date, stating:


(a)           if
such Notes are in certificated form, the certificate number(s) of the Notes
which the Holder will deliver to be repurchased;


(b)           the
portion of the principal amount of the Notes to be repurchased, in multiples of
$1,000, provided that the remaining principal amount of Notes is in an
authorized denomination; and


(c)           that
such Note shall be repurchased pursuant to the applicable provisions hereof and
of the Notes.


The Paying Agent shall promptly notify the Company in
writing of the receipt by it of any Change in Control Purchase Notice.


Book-entry transfer of Notes in book-entry form in
compliance with appropriate procedures of the Depositary or delivery of Notes
in certificated form (together with all necessary endorsements) to the Paying
Agent on or after the Change in Control Purchase Date at the offices of the
Paying Agent shall be a condition to the receipt by the Holder of the Change in
Control Purchase Price therefor.  Holders
electing to require the Company to repurchase Notes must effect such transfer
or delivery to the Paying Agent prior to the Change in Control Purchase Date to
receive payment of the Change in Control Purchase Price on or within two
Business Days after the Change in Control Purchase Date. The Company shall pay
the Change in Control Purchase Price within two Business Days after the later
of the Change in Control Purchase Date or the time of such transfer or delivery
of the Notes.


A Change in Control Purchase Notice may be withdrawn
in whole or in part by a Holder by means of a written notice of withdrawal
delivered to the office of the Paying Agent prior to the close of business on
the third Business Day prior to the Change in Control Purchase Date specifying:


(a)           the
Holder’s name;


(b)           the
principal amount of Notes in respect of which the Change in Control Purchase
Notice is being withdrawn, which must be an integral multiple of $1,000;


(c)           if
the Notes subject to the notice of withdrawal are in certificated form, the
certificate number(s) of all Notes subject to the notice of withdrawal; and


(d)           the
principal amount of Notes, if any, that remains subject to the Change in
Control Purchase Notice, which must be an integral multiple of $1,000.


If Notes subject to the notice of withdrawal are in
book-entry form, the above notices must also comply with the applicable
procedures of the Depositary.



 14
 









On or before 10:00 a.m. (New York City time) on the
Change in Control Purchase Date, the Company shall deposit with the Paying
Agent (or if the Company or an Affiliate of the Company is acting as the Paying
Agent, shall segregate and hold in trust) money sufficient to pay the aggregate
Change in Control Purchase Price of the Notes to be repurchased pursuant to
this Section 2.09. If the Paying Agent holds, in accordance with the terms of
the Indenture, money sufficient to pay the Change in Control Purchase Price of
such Notes on the Change in Control Purchase Date, then, on and after such
date, such Notes shall cease to be Outstanding and interest on such Notes shall
cease to accrue on the day prior to such date and all rights of the Holders of
such Notes shall terminate (other than the right to receive the Change in
Control Purchase Price after delivery or transfer of the Notes).  Such will be the case whether or not book-entry
transfer of the Notes in book-entry form is made and whether or not Notes
in certificated form, together with the necessary endorsements, are delivered
to the Paying Agent.


Notwithstanding the foregoing, no Notes may be
repurchased by the Company in accordance with the provisions of this Section
2.09 if there has occurred and is continuing an Event of Default with respect
to the Notes (other than a default in the payment of the Change in Control
Purchase Price).


To the extent legally required in connection with a
repurchase of Notes, the Company shall comply with the provisions of Rule 13e-4
and other tender offer rules under the Exchange Act then applicable, if any,
and will file a Schedule TO or any other schedule required under the Exchange
Act.


The Company may arrange for a third party to purchase
Notes for which the Company has received a valid Change in Control Purchase
Notice that has not been properly withdrawn, in the manner and otherwise in
compliance with the requirements set forth herein and in the Notes (including,
without limitation, any applicable restrictions on transfer); provided that the
Company shall give written notice to the Trustee of such third party
arrangement not less than one Business Day prior to the Change in Control
Purchase Date, which notice shall, at a minimum, identify such third party and
identify the Notes to be so purchased (and which shall remain Outstanding as
provided in the next sentence). If a third party purchases any Notes under such
circumstances, then interest will continue to accrue on the Notes and such
Notes will continue to be Outstanding after the Change in Control Purchase Date
for all purposes of the Indenture and will be fungible with all other Notes
then Outstanding.


Section 2.10.          Make Whole Amount.  If
a Change in Control occurs prior to March 20, 2012 as a result of a transaction
or event described in clauses (1) or (2) of the definition of Change in Control
and a Holder elects to convert its Notes in connection with such Change in
Control pursuant to Section 2.11(d) hereof, the Company shall increase the
applicable Conversion Rate for such Notes surrendered for conversion by a
number of additional Common Shares (the “Additional
Shares”) as specified below. 
A conversion of Notes shall be deemed for these purposes to be “in
connection with” such a Change in Control if the notice of conversion of the
Notes is received by the Conversion Agent on any date from and including the
date that is the Effective Date (as defined below) of such Change in Control up
to and including the 30th Business Day following the Effective Date of such
Change in Control.



 15
 









The number of Additional Shares will be determined by
reference to the table below and is based on the date on which such Change in
Control transaction becomes effective (the “Effective
Date”) and the price (the “Share Price”)
paid per Common Share in such Change in Control transaction.  If holders of Common Shares receive only cash
in a Change in Control transaction, the Share Price shall be the cash amount
paid per Common Share.  In all other
cases, the Share Price shall be the average of the Closing Sale Prices of the
Common Shares on the 10 consecutive Trading Days up to but excluding the
Effective Date.


The Share Prices set forth in the first row of the
table (i.e., the column headers) will be adjusted as of any date on which the
Conversion Rate of the Notes is adjusted. 
The adjusted Share Prices will equal the Share Prices applicable
immediately prior to such adjustment multiplied by a fraction, the numerator of
which is the Conversion Rate immediately prior to the adjustment giving rise to
the Share Price adjustment and the denominator of which is the Conversion Rate
as so adjusted.  In addition, the number
of Additional Shares will be subject to adjustment in the same manner as the
Conversion Rate in accordance with the provisions of Section 2.14 hereof.


The following table sets
forth the Share Price and number of Additional Shares to be received per $1,000
principal amount of Notes:




	
  Effective

  	
   

  	
  Share Price

  	
   

  
	
  Date

  	
   

  	
  $43.61

  	
   

  	
  $50.00

  	
   

  	
  $55.00

  	
   

  	
  $60.00

  	
   

  	
  $65.00

  	
   

  	
  $70.00

  	
   

  	
  $75.00

  	
   

  	
  $80.00

  	
   

  
	
  March 7, 2007

  	
   

  	
  3.1287

  	
   

  	
  1.5479

  	
   

  	
  0.8382

  	
   

  	
  0.4187

  	
   

  	
  0.1867

  	
   

  	
  0.0708

  	
   

  	
  0.0218

  	
   

  	
  0.0039

  	
   

  
	
  March 15, 2008

  	
   

  	
  3.1287

  	
   

  	
  1.5656

  	
   

  	
  0.8236

  	
   

  	
  0.3909

  	
   

  	
  0.1603

  	
   

  	
  0.0531

  	
   

  	
  0.0130

  	
   

  	
  0.0010

  	
   

  
	
  March 15, 2009

  	
   

  	
  3.1287

  	
   

  	
  1.5316

  	
   

  	
  0.7658

  	
   

  	
  0.3337

  	
   

  	
  0.1194

  	
   

  	
  0.0318

  	
   

  	
  0.0042

  	
   

  	
  0.0000

  	
   

  
	
  March 15, 2010

  	
   

  	
  3.1287

  	
   

  	
  1.4304

  	
   

  	
  0.6505

  	
   

  	
  0.2419

  	
   

  	
  0.0661

  	
   

  	
  0.0105

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  March 15, 2011

  	
   

  	
  3.1287

  	
   

  	
  1.1826

  	
   

  	
  0.4199

  	
   

  	
  0.1012

  	
   

  	
  0.0124

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  March 20, 2012

  	
   

  	
  3.1287

  	
   

  	
  0.1982

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  






 


The exact Share Prices and Effective Dates may not be
set forth in the table, in which case:


(a)           if the Share Price is between two
Share Price amounts in the table or the Effective Date is between two dates in
the table, the Additional Shares will be determined by straight-line
interpolation between the number of Additional Shares set forth for the higher
and lower Share Price amounts and the two dates, as applicable, based on a 365-day
year;


(b)           if the Share Price is equal to or in
excess of $80.00 per Common Share (subject to adjustment as specified in the
preceding paragraph), no Additional Shares will be issued upon a conversion of
Notes; and


(c)           if the Share Price is less than
$43.61 per Common Share (subject to adjustment as specified in the second
preceding paragraph), no Additional Shares will be issued upon a conversion of
Notes.


Notwithstanding the foregoing, in no event shall the
total number of Common Shares issuable upon a conversion of Notes exceed
22.9305 Common Shares per $1,000 principal 



 16
 









amount of Notes, subject
to adjustment in the same manner as the Conversion Rate pursuant to Section
2.14 hereof.


Section 2.11.          Conversion Rights.


Subject to the restrictions on ownership of the Common
Shares as set forth in Section 2.15 hereof and to the conditions set forth
herein, Holders may surrender their Notes for conversion for cash and, if
applicable, Common Shares, at the applicable Conversion Rate prior to the close
of business on the second Business Day immediately preceding the Stated
Maturity of the Notes at any time on or after March 15, 2026 and also under any
of the circumstances set forth in this Section 2.11.


(a)  Conversion Upon Satisfaction of Market Price
Condition.  A Holder may
surrender any of its Notes for conversion during any calendar quarter beginning
after June 30, 2007 (and only during such calendar quarter) if, and only if,
the Closing Sale Price of the Common Shares for at least 20 Trading Days
(whether or not consecutive) in the period of 30 consecutive Trading Days
ending on the last Trading Day of the preceding calendar quarter is more than
130% of the Conversion Price per Common Share in effect on the applicable
Trading Day.  The Board of Trustees of
the Company shall make appropriate adjustments, in its good faith
determination, to account for any adjustment to the Conversion Rate that
becomes effective, or any event requiring an adjustment to the Conversion Rate
where the ex dividend date of the event occurs, during that 30 consecutive
Trading-Day period.


(b)  Conversion Upon Satisfaction of Trading Price
Condition.  A Holder may
surrender any of its Notes for conversion during the five consecutive Trading
Day period following any five consecutive Trading Days in which the Trading
Price per $1,000 principal amount of Notes (as determined following a
reasonable request by a Holder of the Notes) was less than 98% of the product
of the Closing Sale Price of the Common Shares multiplied by the Conversion
Rate.


The Trustee shall have no obligation to determine the
Trading Price of the Notes unless the Company shall have requested in writing
that the Trustee make such determination, and the Company shall have no
obligation to make such request unless a Holder provides the Company with
written reasonable evidence that the Trading Price per $1,000 principal amount
of the Notes would be less than 98% of the product of the Closing Sale Price of
the Common Shares and the Conversion Rate, whereupon the Company shall request
in writing that the Trustee determine the Trading Price of the Notes beginning
on the next Trading Day and on each successive Trading Day until the Trading
Price is greater than or equal to 98% of the product of the Closing Sale Price
of the Common Shares and the Conversion Rate.


 (c)  Conversion Upon Notice of
Redemption.  A Holder may
surrender for conversion any of the Notes called for redemption at any time
prior to the close of business on the second Business Day prior to the
Redemption Date, even if the Notes are not otherwise convertible at such
time.  The right to convert Notes
pursuant to this clause (c) will expire after the close of business on the
second Business Day prior to the Redemption Date unless the Company defaults in
making the payment due upon redemption. 
A Holder may convert fewer than all of its Notes so long as the Notes
converted are an integral multiple of $1,000 principal amount and the remaining
principal amount of Notes is in an authorized denomination. However, if a
Holder has 



 17
 









already delivered an
Optional Repurchase Notice or a Change in Control Purchase Notice with respect
to a Note, such Holder may not surrender such Note for conversion until it has
withdrawn such notice in accordance with the applicable provisions of Section
2.08 or 2.09 hereof, as the case may be.


(d)  Conversion Upon Specified Transactions.  If the Company elects to:


(i)            distribute to all holders of Common
Shares rights entitling them to purchase, for a period expiring within 45 days,
Common Shares at less than the Closing Sale Price of the Common Shares on the
Trading Day immediately preceding the declaration date of the distribution; or


(ii)           distribute to all holders of Common
Shares assets, debt securities or certain rights to purchase securities of the
Company, which distribution has a per share value (as determined by the Company’s
Board of Trustees in good faith) exceeding 15% of the Closing Sale Price of the
Common Shares on the Trading Day immediately preceding the declaration date of
such distribution,


the Company shall notify the Holders of the Notes in
writing at least 20 days prior to the ex dividend date for such
distribution.  Following the giving of
such notice, Holders may surrender their Notes for conversion at any time until
the earlier of the close of business on the third Business Day immediately
prior to the ex dividend date or an announcement that such distribution will
not take place; provided, however, that a Holder
may not exercise this right to convert if the Holder may participate, on an as-converted
basis (assuming for such purposes that the Notes are convertible solely into
Common Shares at the then applicable Conversion Rate), in the distribution
without a conversion of Notes. The ex dividend date is the first date upon
which a sale of the Common Shares does not automatically transfer the right to
receive the relevant distribution from the seller of Common Shares to its
buyer.


In addition, if the Company is party to a
consolidation, merger or binding share exchange pursuant to which all of the
Common Shares would be exchanged for cash, securities or other property that is
not otherwise a Change in Control, a Holder may surrender Notes for conversion
at any time from and including the date that is 15 Business Days prior to the
Effective Date of the transaction up to and including five Business Days after
the actual date of such transaction.  The
Company shall notify Holders as promptly as practicable following the date it
publicly announces such transaction (but in no event less than 15 Business Days
prior to the anticipated effective time of such transaction).


If a Change in Control occurs as a result of a
transaction described in clauses (1) or (2) of the definition of “Change in
Control,” a Holder will have the right to convert its Notes at any time from
and including the Effective Date of such transaction up to and including the
30th Business Day following the Effective Date of the transaction, subject to
expiration of a Holder’s conversion right with respect to any Notes submitted
for repurchase, provided that, if a Holder has already delivered an Optional
Repurchase Notice or a Change in Control Purchase Notice with respect to a
Note, such Holder may not surrender such Note for conversion until it has
withdrawn such notice in accordance with the applicable provisions of Section
2.08 or 2.09 hereof, as the case may be. The Company will notify Holders as
promptly as practicable 



 18
 









following the date that
it publicly announces such Change in Control (but in no event later than five
Business Days prior to the Effective Date of such Change in Control).


If the Company is a party to a consolidation, merger
or binding share exchange (including, without limitation, by way of a
recapitalization, reclassification or change of Common Shares (other than
changes resulting from a subdivision or combination) or a sale, lease or
transfer to a third party of the Company’s and the Company’s subsidiaries’
consolidated assets substantially as an entirety) pursuant to which all of the
Common Shares are exchanged for cash, securities or other property, then at the
Effective Date of the transaction any conversion of Notes and the Conversion
Value will be based on, and determined by reference to, the kind and amount of
cash, securities or other property that the Holder would have received if such
Holder had converted its Notes into Common Shares immediately prior to the
Effective Date of the transaction.  For
purposes of the foregoing, where a consolidation, merger or binding share
exchange involves a transaction that causes Common Shares to be exchanged into
the right to receive more than a single type of consideration based upon any
form of shareholder election, such consideration will be deemed to be the
weighted average of the types and amounts of consideration received by the
holders of Common Shares that affirmatively make such an election. If a Change
of Control occurs prior to March 20, 2012 as a result of a transaction
described in clauses (1) or (2) of the definition thereof, the Company will
adjust the Conversion Rate for Notes surrendered for conversion in connection
with such a Change in Control transaction, as described in Section 2.10 hereof.


(e)  Conversion Upon Delisting of the Common Shares. A Holder of
Notes may surrender any of its Notes for conversion at any time beginning on
the first Business Day after the Common Shares have ceased to be listed on a
U.S. national or regional securities exchange for a 30 consecutive Trading Day
period.


Section 2.12.          Conversion Settlement. 
Upon a conversion of Notes, the Company shall deliver, in respect of
each $1,000 principal amount of Notes surrendered for conversion in accordance
with their terms:


(a)           cash in an amount (the “Principal Return”) equal to the lesser of
(1) the principal amount of the Notes surrendered for conversion and (2) the
Conversion Value, and


(b)           if the Conversion Value is greater
than the Principal Return, an amount (the “Net
Amount”) in cash or Common Shares, at the Company’s option, with an
aggregate value equal to the difference between the Conversion Value and the
Principal Return.


The Company may elect to deliver any portion of the
Net Amount in cash (the “Net Cash Amount”)
or Common Shares, and any portion of the Net Amount the Company elects to
deliver in Common Shares (the “Net Shares”)
will be the sum of the Daily Share Amounts for each Trading Day during the
Applicable Conversion Period.  Prior to
the close of business on the second Trading Day following the date on which
Notes are surrendered for conversion, the Company shall inform Holders of such
Notes of its election to pay cash for all or a portion of the 



 19
 









Net Amount and, if
applicable, the portion of the Net Amount that will be paid in cash and the
portion that will be delivered in the form of Net Shares.


The Company shall deliver cash in lieu of any
fractional Common Shares issuable in connection with payment of the Net Shares
based upon the Average Price.


The “Daily Share Amount”
for each $1,000 principal amount of Notes and each Trading Day in the
Applicable Conversion Period is equal to the greater of:


(a)           zero;
and


(b)           a
number of Common Shares determined by the following formula:


where


CSP means the Closing
Sale Price of the Common Shares on such Trading Day, and


CR means the applicable
Conversion Rate.


The Company will determine the Conversion Value,
Principal Return, Net Amount, Net Cash Amount and the number of Net Shares, as
applicable, promptly after the end of the Applicable Conversion Period.  The Company shall pay the Principal Return
and cash in lieu of fractional shares, and deliver Net Shares or pay the Net
Cash Amount, as applicable, no later than the third Business Day following the
last Trading Day of the Applicable Conversion Period.


Section 2.13.          Conversion Procedures.  To
convert Notes, a Holder must satisfy the requirements set forth in this Section
2.13.


To convert the Notes, a Holder must (a) complete
and manually sign the irrevocable conversion notice on the reverse of the Note
(or complete and manually sign a facsimile of such notice) and deliver such
notice to the Conversion Agent at the office maintained by the Conversion Agent
for such purpose, (b) with respect to Notes which are in certificated
form, surrender the Notes to the Conversion Agent, or, if the Notes are in book-entry
form, comply with the appropriate procedures of the Depositary,
(c) furnish appropriate endorsements and transfer documents if required by
the Conversion Agent, the Company or the Trustee and (d) pay any transfer
or similar tax, if required. The date on which the Holder satisfies all such
requirements shall be deemed to be the date on which the applicable Notes shall
have been tendered for conversion.


Notes in respect of which a Holder has delivered an
Optional Repurchase Notice or Change in Control Purchase Notice may be converted
only if such notice is withdrawn in accordance with the terms of Section 2.08
or Section 2.09, as the case may be.



 20
 









In case any Note shall be surrendered for partial
conversion, the Company shall execute and the Trustee shall authenticate and
deliver to, or upon the written order of, the Holder of the Note so
surrendered, without charge to such Holder, a new Note or Notes in authorized
denominations in an aggregate principal amount equal to the portion of the
surrendered Notes not surrendered for conversion.  A Holder may convert fewer than all of such
Holder’s Notes so long as the Notes converted are an integral multiple of
$1,000 principal amount.


Upon surrender of a Note for conversion by a Holder,
such Holder shall deliver to the Company cash equal to the amount that the
Company is required to deduct and withhold under applicable law in connection
with the conversion; provided, however,
if the Holder does not deliver such cash, the Company may deduct and withhold
from the amount of consideration otherwise deliverable to such Holder the
amount required to be deducted and withheld under applicable law.


Upon conversion of a Note, a Holder will not receive
any cash payment representing accrued and unpaid interest (including original
issue discount) on such Note, except as specified in the immediately following
paragraph.  Instead, upon a conversion of
Notes, the Company will deliver to the surrendering Holder only the
consideration specified in Section 2.12. Delivery of cash and Common Shares, if
any, upon a conversion of Notes will be deemed to satisfy the Company’s
obligation to pay the principal of the Notes and any accrued and unpaid
interest (including original issue discount) thereon.  Accordingly, upon a conversion of Notes, any
accrued and unpaid interest (including original issue discount) will be deemed
paid in full from cash and then from 
Common Shares, if applicable, rather than such interest being cancelled,
extinguished or forfeited.  In no event
will the Conversion Rate be adjusted to account for accrued and unpaid interest
(including original issue discount) on the Notes.


Holders of Notes at the close of business on a Regular
Record Date for an interest payment will receive payment of interest payable on
the corresponding Interest Payment Date notwithstanding the conversion of such
Notes at any time after the close of business on the applicable Regular Record
Date.  Notes surrendered for conversion
by a Holder after the close of business on any Regular Record Date for an
interest payment and on or prior to the corresponding Interest Payment Date
must be accompanied by payment of an amount equal to the interest that such
Holder is to receive on such Notes on such Interest Payment Date; provided, however, that no such payment shall be required to
be made (1) if such Notes have been called for redemption on a Redemption Date
that is after such Regular Record Date and on or prior to such Interest Payment
Date or (2) with respect to overdue interest (including Additional Interest),
if any overdue interest is due and owing at the time of conversion with respect
to such Notes.


Upon conversion of a Note, the Company, if it elects
to deliver Net Shares, will pay any documentary, stamp or similar issue or
transfer tax due on the issue of the Net Shares upon such conversion unless the
tax is due because the Holder requests the Net Shares to be issued or delivered
to a Person other than the Holder, in which case the Holder must pay the tax
due prior to the delivery of such Net Shares. Certificates representing Common
Shares will not be issued or delivered unless all taxes and duties, if any,
payable by the Holder have been paid.



 21
 









A Holder of Notes, as such, shall not be entitled to
any rights of a holder of Common Shares. 
Such Holder shall only acquire such rights upon the delivery by the
Company, at its option, of Net Shares in accordance with the provisions of
Section 2.12 upon a conversion of Notes by a Holder.


If a Holder converts more than one Note at the same
time, the number of Net Shares, if any, issuable upon the conversion shall be
based on the total principal amount of the Notes surrendered for conversion.


The Company shall, prior to issuance of any Notes
hereunder, and from time to time as may be necessary, reserve out of its
authorized but unissued Common Shares a sufficient number of Common Shares to
permit the conversion of the Notes at the applicable Conversion Rate.  Any Common Shares delivered upon a conversion
of Notes shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable and shall be free from preemptive
rights and free of any lien or adverse claim.


The Company shall endeavor promptly to comply with all
federal and state securities laws regulating the issuance and delivery of Common
Shares, if any, upon a conversion of Notes and shall cause to have listed or
quoted all such Common Shares on each U.S. national securities exchange or over
the counter or other domestic market on which the Common Shares are then listed
or quoted.


Except as set forth herein, no other payment or
adjustment for interest shall be made upon conversion of Notes.


In no event shall a Holder be entitled to convert
Notes after the close of business on the second Business Day prior to March 15,
2027.


Section 2.14.          Conversion Rate Adjustments. 
The Conversion Rate shall be adjusted from time to time as follows:


(a)           If the Company issues Common Shares
as a dividend or distribution on Common Shares to all holders of Common Shares,
or if the Company effects a share split or share combination, the Conversion
Rate will be adjusted based on the following formula:


CR1 = CR0 x OS1/OS0


where


CR0 =              the Conversion Rate
in effect immediately prior to the adjustment relating to such event


CR1 =              the new Conversion
Rate in effect taking such event into account


OS0 =              the number of Common
Shares outstanding immediately prior to such event



 22
 









OS1 =              the number of Common
Shares outstanding immediately after such event.


Any adjustment made
pursuant to this clause (a) shall become effective on the date that is
immediately after (x) the date fixed for the determination of shareholders
entitled to receive such dividend or other distribution or (y) the date on
which such split or combination becomes effective, as applicable. If any
dividend or distribution described in this clause (a) is declared but not so
paid or made, the new Conversion Rate shall be readjusted to the Conversion
Rate that would then be in effect if such dividend or distribution had not been
declared.


(b)           If the Company issues to all holders
of Common Shares any rights, warrants, options or other securities entitling
them for a period of not more than 45 days after the date of issuance thereof
to subscribe for or purchase Common Shares, or if the Company issues to all holders
of Common Shares securities convertible into Common Shares for a period of not
more than 45 days after the date of issuance thereof, in either case at an
exercise price per Common Share or a conversion price per Common Share less
than the Closing Sale Price of the Common Shares on the Business Day
immediately preceding the time of announcement of such issuance, the Conversion
Rate will be adjusted based on the following formula:


CR1 = CR0 x
(OS0+X)/(OS0+Y)


where


CR0 =     the Conversion Rate in effect immediately
prior to the adjustment relating to such event


CR1 =     the new Conversion Rate taking such event
into account


OS0 =              the number of Common
Shares outstanding immediately prior to such event


X     =                 the total number of Common Shares
issuable pursuant to such rights, warrants, options, other securities or
convertible securities


Y    =                   the number of Common Shares equal to
the quotient of (A) the aggregate price payable to exercise such rights,
warrants, options, other securities or convertible securities and (B) the
average of the Closing Sale Prices of the Common Shares for the 10 consecutive
Trading Days prior to the Business Day immediately preceding the date of
announcement for the issuance of such rights, warrants, options, other
securities or convertible securities.


For purposes of this
clause (b), in determining whether any rights, warrants, options, other
securities or convertible securities entitle the holders to subscribe for or
purchase, or exercise a conversion right for, Common Shares at less than the
applicable Closing Sale Price of the Common Shares, and in determining the
aggregate exercise or


 



 23















conversion price payable
for such Common Shares, there shall be taken into account any consideration
received by the Company for such rights, warrants, options, other securities or
convertible securities and any amount payable on exercise or conversion thereof,
with the value of such consideration, if other than cash, to be determined by
the Board of Trustees of the Company.  If
any right, warrant, option, other security or convertible security described in
this clause (b) is not exercised or converted prior to the expiration of the
exercisability or convertibility thereof, the new Conversion Rate shall be
readjusted to the Conversion Rate that would then be in effect if such right,
warrant, option, other security or convertible security had not been so issued.


(c)           If the Company distributes capital
shares, evidences of indebtedness or other assets or property of the Company to
all holders of Common Shares, excluding:


(i)            dividends, distributions, rights,
warrants, options, other securities or convertible securities referred to in
clause (a) or (b) above,


(ii)           dividends or distributions paid
exclusively in cash, and


(iii)          Spin-Offs described below in
this clause (c),


then the Conversion Rate
will be adjusted based on the following formula:


CR1 =                CR0 x SP0/(SP0-FMV)


where


CR0 =              the Conversion Rate
in effect immediately prior to the adjustment relating to such event


CR1 =              the new Conversion
Rate taking such event into account


SP0 =                the average of the
Closing Sale Prices of the Common Shares on the 10 consecutive Trading Days
prior to the Business Day immediately preceding the earlier of the record date
or the ex dividend date for such distribution


FMV=              the fair market
value (as determined in good faith by the Board of Trustees of the Company) of
the capital shares, evidences of indebtedness, assets or property distributed
with respect to each outstanding Common Share on the earlier of the record date
or the ex dividend date for such distribution.


An adjustment to
the Conversion Rate made pursuant to the immediately preceding clause shall be
made successively whenever any such distribution is made and shall become
effective on the ex dividend date for such distribution.


If the Company
distributes to all holders of Common Shares capital shares of any class or
series, or similar equity interest, of or relating to a subsidiary or other 



 24
 









business unit of the
Company (a “Spin-Off”), the Conversion
Rate in effect immediately before the close of business on the date fixed for
determination of holders of Common Shares entitled to receive such distribution
will be adjusted based on the following formula:


CR1 =                CR0 x
(FMV0+MP0)/MP0


where


CR0   =          the Conversion Rate in effect immediately
prior to the adjustment relating to such event


CR1    =       the new Conversion Rate taking such event into
account


FMV0 =     the average of the Closing
Sale Prices of the capital shares or similar equity interest distributed to
holders of Common Shares applicable to one Common Share over the first 10
consecutive Trading Days after the effective date of the Spin-Off


MP0  =        the average of the Closing Sale Prices of the
Common Shares over the first 10 consecutive Trading Days after the effective
date of the Spin-Off.


An adjustment to
the Conversion Rate made pursuant to the immediately preceding clause will
occur on the 10th Trading Day from and including the effective date of the Spin-Off.


If any such
dividend or distribution described in this clause (c) is declared but not paid
or made, the new Conversion Rate shall be readjusted to be the Conversion Rate
that would then be in effect if such dividend or distribution had not been
declared.


(d)           If the Company pays or makes any cash
dividend or distribution in respect of any of its quarterly fiscal periods
(without regard to when paid) to all holders of Common Shares in an aggregate
amount that, together with other cash dividends or distributions paid or made
in respect of such quarterly fiscal period, exceeds the product of $0.74 (the “Reference Dividend”) multiplied by the
number of Common Shares outstanding on the record date for such distribution,
the Conversion Rate will be adjusted based on the following formula:


CR1 =                CR0 x SP0/(SP0-C)


where


CR0 =                the Conversion
Rate in effect immediately prior to the adjustment relating to such event


CR1 =                the new Conversion
Rate taking such event into account



 25
 









SP0 =                  the average of
the Closing Sale Prices of Common Shares on the 10 consecutive Trading Days
prior to the Business Day immediately preceding the earlier of the record date
or the ex dividend date for such distribution


C    =                     the amount in cash per Common
Share that the Company distributes to holders of Common Shares in respect of
such quarterly fiscal period that exceeds the Reference Dividend.


An adjustment to
the Conversion Rate made pursuant to this clause (d) shall become effective on
the ex dividend date for such dividend or distribution.  If any dividend or distribution described in
this clause (d) is declared but not so paid or made, the new Conversion Rate
shall be readjusted to the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared.


Notwithstanding
anything to the contrary in this clause (d), if an adjustment to the Conversion
Rate is required to be made as a result of a distribution that is not a quarterly
dividend either in whole or in part, the Reference Dividend shall be deemed to
be zero for purposes of determining the adjustment to the Conversion Rate as a
result of such distribution.


The Reference
Dividend shall be subject to adjustment in a manner that is inversely
proportional to adjustments to the Conversion Rate; provided,
however, that no adjustments shall be made to the Reference Dividend
for any adjustment made to the Conversion Rate pursuant to this clause (d).


(e)           If the Company or any of its
subsidiaries makes a payment in respect of a tender offer or exchange offer for
Common Shares to the extent that the cash and value of any other consideration
included in the payment per Common Shares exceeds the Closing Sale Price of
Common Shares on the Trading Day next succeeding the last date on which tenders
or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”), the Conversion Rate will
be adjusted based on the following formula:


CR1 = CR0 x (AC + (SP1 x
OS1))/(SP1 x OS0)


where


CR0 =                the Conversion
Rate in effect immediately prior to the adjustment relating to such event


CR1 =                the new Conversion
Rate taking such event into account


AC  =                 the aggregate value of all cash and
any other consideration (as determined by the Board of Trustees of the Company)
paid or payable for Common Shares purchased in such tender or exchange offer



 26
 









OS0 =                the number of
Common Shares outstanding immediately prior to the date such tender or exchange
offer expires


OS1 =                the number of
Common Shares outstanding immediately after such tender or exchange offer
expires (after giving effect to the purchase or exchange of shares pursuant to
such tender or exchange offer)


SP1 =                  the average of
the Closing Sale Prices of Common Shares for the 10 consecutive Trading Days
commencing on the Trading Day next succeeding the date such tender or exchange
offer expires.


If the application
of the foregoing formula would result in a decrease in the Conversion Rate, no
adjustment to the Conversion Rate will be made.


Any adjustment to
the Conversion Rate made pursuant to this clause (e) shall become effective on
the date immediately following the determination of the average of the Closing
Sale Prices of Common Shares for purposes of SP1 above. If the Company or one
of its subsidiaries is obligated to purchase Common Shares pursuant to any such
tender or exchange offer but the Company or such subsidiary is permanently
prevented by applicable law from effecting any such purchase or all such
purchases are rescinded, the new Conversion Rate shall be readjusted to be the
Conversion Rate that would be in effect if such tender or exchange offer had
not been made.


(f)            Notwithstanding the foregoing, in
the event of an adjustment to the Conversion Rate pursuant to clause (d) or (e)
above, in no event will the Conversion Rate exceed 22.9305 per $1,000 principal
amount of Notes, subject to adjustment pursuant to clauses (a), (b) and (c)
above.


(g)           If the Company has in effect a Rights
Plan while any Notes remain Outstanding, Holders of Notes will receive, upon a
conversion of Notes in respect of which the Company has elected to deliver Net
Shares, in addition to such Net Shares, rights under such Rights Plan unless,
prior to conversion, the rights have expired, terminated or been redeemed or
unless the rights have separated from the Common Shares. If the rights provided
for in a Rights Plan adopted by the Company have separated from the Common
Shares in accordance with the provisions of such Rights Plan so that Holders of
Notes would not be entitled to receive any rights in respect of Common Shares
that the Company elects to deliver as Net Shares upon conversion of Notes, the
Conversion Rate will be adjusted at the time of separation as if the Company
had distributed to all holders of Common Shares capital shares, evidences of
indebtedness or other assets or property pursuant to clause (c) above, subject
to readjustment upon the subsequent expiration, termination or redemption of
the rights. In lieu of any such adjustment, the Company may amend such Rights
Plan to provide that upon a conversion of Notes the Holders will receive, in
addition to Common Shares that the Company elects to deliver as Net Shares upon
such conversion, the rights which would have attached to such Common Shares if
the rights had not become separated from the Common Shares under such Rights
Plan.



 27
 









In addition to the adjustments pursuant to clauses (a)
through (g) above, the Company may increase the Conversion Rate in order to
avoid or diminish any income tax to holders of Common Shares resulting from any
dividend or distribution of capital shares (or rights to acquire Common Shares)
or from any event treated as such for income tax purposes.  The Company may also, from time to time, to
the extent permitted by applicable law, increase the Conversion Rate by any
amount for any period if the Company has determined that such increase would be
in the best interests of the Company.  If
the Company makes such determination, it will be conclusive and the Company
will mail to Holders of the Notes a notice of the increased Conversion Rate and
the period during which it will be in effect at least fifteen (15) days prior
to the date the increased Conversion Rate takes effect in accordance with
applicable law.


Notwithstanding the
foregoing provisions of this Section 2.14, if the Company shall issue rights,
options or warrants entitling the holders thereof to subscribe for or purchase
Common Shares upon the occurrence of a specified event or events (each, a “Trigger Event”), (i) no adjustment of the Conversion Rate
shall be made pursuant to this Section 2.14 in respect of rights, options
or warrants issued until the earliest date on which any such Trigger Event
shall occur and  (ii) if any right,
warrant or option described in this paragraph is not exercised prior to the
expiration of the exercisability thereof, the New Conversion Rate shall be
readjusted to the Conversion Rate that would then be in effect if such right,
warrant or option had not been so issued.


If, in connection with
any adjustment to the Conversion Rate as set forth in this Section 2.14 a
Holder shall be deemed for U.S. federal tax purposes to have received a
distribution, the Company may set off any withholding tax it reasonably
believes it is required to collect with respect to any such deemed distribution
against cash payments of interest in accordance with the provisions of Section
2.05 hereof or from cash and Common Shares, if any, otherwise deliverable to a
Holder upon a conversion of Notes in accordance with the provisions of Section
2.12 hereof or a redemption or repurchase of a Note in accordance with the
provisions of Section 2.07, 2.08 or 2.09 hereof.


The Company will not make
any adjustment to the Conversion Rate if Holders of the Notes are permitted to participate,
on an as-converted basis (assuming for this purpose that the Notes were
convertible solely into Common Shares at the then applicable Conversion Rate),
in the transactions described above.


Notwithstanding anything
to the contrary contained herein, in addition to the other events set forth
herein on account of which no adjustment to the Conversion Rate shall be made,
the applicable Conversion Rate shall not be adjusted for:


(i)            the issuance of any
Common Shares pursuant to any present or future plan providing for the
reinvestment of dividends or interest payable on securities of
the Company and the investment of additional optional amounts in Common Shares
under any plan;


(ii)           the issuance of any Common Shares or
options or rights to purchase those shares pursuant to, or the repurchase by
the Company of Common Shares pursuant to, any present or future employee,
trustee or consultant benefit plan, employee agreement or 



 28
 









arrangement or program of
the Company or assumed by the Company or any of its subsidiaries;


(iii)          the issuance of any Common Shares
pursuant to any option, warrant, right, or exercisable, exchangeable or
convertible security outstanding as of the date the Notes were first issued;


(iv)          a change in the par value of the
Common Shares;


(v)           accumulated and unpaid dividends or
distributions; and


(vi)          a tender offer solely to holders of
fewer than 100 Common Shares.


No adjustment in the Conversion Price will be required
unless the adjustment would require an increase or decrease of at least 1% of
the Conversion Price. If the adjustment is not made because the adjustment does
not change the Conversion Price by at least 1%, then the adjustment that is not
made will be carried forward and taken into account in any future adjustment.  All required calculations will be made to the
nearest cent or 1/1000th of a share, as the case may be.  Notwithstanding the foregoing, if the Notes
are called for redemption, all adjustments not previously made will be made on the
applicable Redemption Date.


Whenever the Conversion Rate is adjusted as herein
provided, the Company shall, as promptly as reasonably practicable, file with
the Trustee and any Conversion Agent other than the Trustee, an Officers’
Certificate setting forth the Conversion Rate after such adjustment and setting
forth a brief statement of the facts requiring such adjustment, on which the
Trustee may conclusively rely.  Promptly
after delivery of such certificate, the Company shall prepare a notice of such adjustment
of the Conversion Rate setting forth the adjusted Conversion Rate and the date
on which each adjustment becomes effective and shall mail such notice of such
adjustment of the Conversion Rate to the Holders of the Notes within 20
Business Days of the effective date of such adjustment.  Failure to deliver such notice shall not
affect the legality or validity of any such adjustment.


For purposes of this Section 2.14, the number of
Common Shares at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of Common Shares.


Notwithstanding anything in this Section 2.14 to the
contrary, in no event shall the Conversion Rate be adjusted so that the
Conversion Price would be less than $0.01.


Section 2.15.          Ownership Limit; Withholding.  Notwithstanding any other provision of the
Notes or the this Supplemental Indenture, no Holder of Notes shall be entitled
to convert such Notes for Common Shares to the extent that receipt of such
shares would cause such Holder (together with such Holder’s affiliates) to
exceed any ownership limitations contained in the Declaration of Trust of the
Company as in effect from time to time.


At the Maturity of the principal of the Notes, whether
at Stated Maturity or upon earlier redemption or repurchase of Notes or
otherwise, and as otherwise required by law, the Company 



 29
 









may deduct and withhold
from the amount of consideration otherwise deliverable to such Holder the
amount required to be deducted and withheld under applicable law.


Section 2.16.          Merger, Consolidation or Sale.


Section 801 of the
Indenture is modified for purposes of the Notes, to add the following as clause
(iii):


“and (iii)  if
as a result of such transaction the Notes become exchangeable into Common
Shares or other securities issued by a third party, such third party shall
assume or fully and unconditionally guarantee all obligations under the Notes
and the Indenture.”


Section 2.17.          Satisfaction and Discharge.  The provisions of Article Fourteen of the
Indenture shall not be applicable to the Notes. 
The Company may satisfy and discharge its obligations under the
Indenture in accordance with the provisions of Article Four by delivering to
the Trustee for cancellation all Outstanding Notes or by depositing with the
Trustee, the Paying Agent or the Conversion Agent, if applicable, after the
Notes have become due and payable, whether on the date of the Stated Maturity
of the principal amount of the Notes, any Redemption Date, Optional Repurchase
Date or Change in Control Purchase Date or upon conversion or otherwise, cash
or Common Shares in accordance with the terms hereof sufficient to pay or
convert all of the Outstanding Notes and paying all other sums payable under
the Notes and the Indenture in respect of the Notes.


Section 2.18.          Events of Default; Waiver of Past
Defaults.


(a)           For purposes of this
Supplemental Indenture and the Notes, in addition to the Events of Default set
forth in Section 501 of the Indenture, it shall also constitute an “Event of
Default” if


(i)            the Company shall fail to provide a
Company Notice after the occurrence of a Change in Control as provided in
Section 2.09 of this Supplemental Indenture; or


(ii)           the Company shall default in the
delivery when due of the Conversion Value, on the terms set forth herein and in
the Notes, upon exercise of a Holder’s conversion right in accordance with the
terms hereof and of the Notes, and the continuation of such default for 10
days.


(b)           Section 502 of the
Indenture is modified and amended solely for purposes of the Notes to add the
following two paragraphs immediately following the last paragraph of Section
502:


“Notwithstanding
the foregoing provisions, to the extent elected by the Company, the sole remedy
of Holders for an Event of Default relating to the failure to file any
documents or reports that the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act, for any failure to
comply with the requirements of Section 314(a)(1) of the Trust Indenture
Act or for any failure to comply with Section 703(1) or 1005 of the
Indenture each, a “Special Interest Event 



 30
 









of Default”),
will for the first 365 days after the occurrence of such a Special Interest
Event of Default consist exclusively of the right to receive special interest
on the Notes at an annual rate equal to 0.50% of the outstanding principal
amount of the Notes (the “Special Interest”).
The Company shall pay this Special Interest semi-annually in arrears, with the
first semi- annual payment due on the first Interest Payment Date following the
date on which the Special Interest began to accrue on any of the Notes.  If the Company so elects, the Special
Interest shall accrue on all outstanding Notes from and including the date on
which a Special Interest Event of Default first occurs to but not including the
365th day thererafter (or such earlier date on which
the Special Interest Event of Default shall have been cured or waived).  On the 365th day after such Special Interest Event of
Default (or earlier, if such Special Interest Event of Default is cured or
waived prior to such 365th day), such Special Interest shall cease to accrue
and, if the Special Interest Event of Default has not been cured or waived
prior to such 365th day, the Notes shall be subject to
acceleration as provided above.  The
provisions of this paragraph shall not affect the rights of Holders in the
event of the occurrence of any other Event of Default.  In the event the Company does not elect to
pay the Special Interest upon a Special Interest Event of Default in accordance
with the provisions of this paragraph, the Notes shall be subject to
acceleration as provided above.


In order to elect to pay the Special Interest as the
sole remedy during the first 365 days after the occurrence of a Special
Interest Event of Default, the Company must notify all Holders and the Trustee
and Paying Agent of such election on or before the close of business on the
date on which such Special Interest Event of Default occurs.”


(c)           Section 508 of the
Indenture is modified and amended solely for purposes of the Notes to read as
follows:


“Notwithstanding any other provision in this
Indenture, the Holder of any Note shall have the right which is absolute and
unconditional to receive payment of the principal of, and (subject to Sections
305 and 307) interest on, and the Conversion Value in respect of, such Note on
the respective due dates expressed in such Note and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.”


(d)           Section 513 of the
Indenture is modified and amended solely for purposes of the Notes adding the
following as clause (3):


“or (3) in the delivery of amounts owing upon
conversion of a Note.”


Section 2.19.          Modification.


(a)           Clause (10) of Section 901 of the
Indenture is modified and amended solely in its entirety for purposes of the
Notes to read as follows:


“(10) to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to facilitate the discharge of the Notes pursuant to Section 401;
provided 



 31
 









that any such action shall not adversely
affect the interests of the Holders of Notes in any material respect; or”


(b)         Section 901 of the
Indenture is modified and amended solely for purposes of the Notes to add the
following as clause (11):


“(11) to provide
for conversion rights of Holders of Notes if any reclassification or change of
Common Shares or any consolidation, merger or sale of all or substantially all
of the property or assets of the Company shall occur.”


(c) Section 902 of the Indenture is modified and amended solely for
purposes of the Notes to add the following as clauses (4) and (5):


“(4) make any
change that impairs or adversely affects the rights of a Holder to convert
Notes in accordance with the terms of the Indenture, or


(5) impair the
right to institute suit for the enforcement of the delivery of the Conversion
Value as required by the Indenture upon the conversion of Notes.”


(d)  Article 10 of the Indenture
is modified and amended solely for purposes of the Notes  to add the following as Section 1009:


“SECTION 1009.
Compliance with Section 314(a)(1) of the TIA. 
The Company shall comply with the provisions of Section 314(a)(1)
of the Trust Indenture Act.”


Section 2.20.          Calculations in Respect of the
Notes. 
Except as otherwise specifically stated herein or in the
Notes, all calculations to be made in respect of the Notes shall be the
obligation of the Company.  All
calculations made by the Company or its agent as contemplated pursuant to the
terms hereof and of the Notes shall be made in good faith and be final and
binding on the Company and the Holders absent manifest error.  The Company shall provide a schedule of calculations
to the Trustee, and the Trustee shall be entitled to rely upon the accuracy of
the calculations by the Company without independent verification.  The Trustee shall forward calculations made
by the Company to any Holder of Notes upon written request within 20 Business
Days after the effective date of any adjustment.


Section 2.21.          Authorized Denominations.  The
Notes shall be issued in denominations of $1,000 and integral multiples thereof
and payments of principal, interest (including Additional Interest) and
Additional Amounts, if any, on the Notes shall be made in U.S. dollars.


Section 2.22.          Conversion Agent, Paying Agent and
Securities Registrar.  The Trustee, at its Corporate
Trust Office, is hereby appointed as initial Conversion Agent, Paying Agent and
the Security Registrar for the Notes. 
The Company may appoint and change any other or additional Conversion
Agent, Paying Agent or Security Registrar or approve a change in the office
through which any Conversion Agent, Paying Agent or Security Registrar acts
without notice, other than notice to the Trustee.  The Conversion Agent shall not have any
duties or obligations other than those expressly set forth herein 



 32
 









as duties on
its part to be performed.  The rights,
privileges, protections, immunities and benefits given to the Trustee pursuant
to the Indenture, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its
capacities with respect to the Notes.


Section 2.23.          Restrictions on Transfer.  (a) Every Note (and all Notes issued in
exchange therefor or in substitution thereof) that bears or is required under
this Section 2.23(a) to bear the legend set forth in this Section 2.23(a)
(together with any Common Shares issued upon conversion of the Notes, collectively,
the “Restricted Securities”) shall
be subject to the restrictions on transfer set forth in this Section 2.23(a)
(including those set forth in the legend below) unless such restrictions on
transfer shall be waived by written consent of the Company, and the Holder of
each such Restricted Security, by such Holder’s acceptance thereof, agrees to
be bound by all such restrictions on transfer. 
As used in this Section 2.23(a), the term “transfer” means any sale,
pledge, loan, transfer or other disposition whatsoever of any Restricted
Security or any interest therein.


Until the expiration of the holding period applicable
to sales of Restricted Securities under Rule 144(k) under the Securities Act
(or any successor provision), any certificate evidencing a Restricted Security
shall bear a legend in substantially the following form, unless such Restricted
Security has been sold pursuant to a registration statement that has been
declared effective under the Securities Act (and which continues to be
effective at the time of such transfer) or sold pursuant to Rule 144 under the
Securities Act or any similar provision then in force, or unless otherwise
agreed by the Company in writing, with written notice thereof to the Trustee:


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE.  BY ITS ACQUISITION
HEREOF, THE HOLDER:


(1)           REPRESENTS
THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT), IS AWARE THAT THE TRANSFER TO IT IS BEING MADE IN
RELIANCE ON RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS SECURITY
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT;


(2)           AGREES
THAT IT WILL NOT, WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF
THIS SECURITY AND THE LAST DATE ON WHICH THE COMPANY OR AN AFFILIATE THEREOF
WAS THE OWNER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY OR
THE COMMON SHARES ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE
COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER 



 33
 









THE SECURITIES ACT AND
WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH RESALE OR TRANSFER; AND


(3)           AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED (OTHER
THAN A TRANSFER PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE) A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 
IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER
THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE LAST DATE ON
WHICH THE COMPANY OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY, THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING
TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY TO THE TRUSTEE (OR ANY
SUCCESSOR TRUSTEE, AS APPLICABLE).  IF
THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) ABOVE, THE HOLDER MUST, PRIOR
TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS
APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE
COMPANY OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THIS LEGEND WILL BE REMOVED UPON THE EARLIER
OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE OR THE
EXPIRATION OF TWO YEARS FROM THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY
AND THE LAST DATE ON WHICH THE COMPANY OR AN AFFILIATE THEREOF WAS THE OWNER OF
THIS SECURITY.


THE HOLDER OF THIS SECURITY IS ENTITLED TO THE
BENEFITS OF A REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF,
AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION
RIGHTS AGREEMENT.


Any Notes that are Restricted Securities and as to
which such restrictions on transfer shall have expired in accordance with their
terms or as to conditions for removal of the foregoing legend set forth therein
have been satisfied may, upon surrender of such Note for exchange to the
Securities Registrar in accordance with the provisions of this Section 2.23, be
exchanged for a new Note or Notes, of like tenor and aggregate principal
amount, which shall not bear the restrictive legend required by this Section
2.23(a).  If such Restricted Security
surrendered for exchange is represented by a global Note bearing the legend set
forth in this Section 2.23(a), the principal amount of the legended global Note
shall be reduced by the appropriate principal amount and the principal amount
of a global Note without the legend set forth in this Section 2.23(a) shall be
increased by an equal principal amount. 
If a global Note without the legend set forth in this Section 2.23(a) is
not then Outstanding, the Issuer shall execute and the Trustee shall
authenticate and deliver an unlegended global Note to the Depositary.


In the event Rule 144(k) under the Securities Act (or
any successor provision) is amended to shorten the two-year period under
Rule 144(k), then, the references in the restrictive legends set forth above to
“TWO YEARS,” and in the corresponding transfer restrictions described 



 34
 









above, and in the Notes
and the Common Shares will be deemed to refer to such shorter period, from and
after receipt by the Trustee of an Officers’ Certificate and an Opinion of
Counsel to that effect.  As soon as
reasonably practicable after the Company knows of the effectiveness of any such
amendment to shorten the two-year period under Rule 144(k), unless such
changes would otherwise be prohibited by, or would otherwise cause a violation
of, the federal securities laws applicable at the time, the Company will
provide to the Trustee an Officers’ Certificate and an Opinion of Counsel as to
the effectiveness of such amendment and the effectiveness of such change to the
restrictive legends and transfer restrictions.


(b)  Any
Restricted Securities, prior to the expiration of the holding period applicable
to sales thereof under Rule 144(k) under the Securities Act (or any successor
provision), purchased or owned by the Company or any Affiliate thereof may not
be resold by the Company or such Affiliate and will be surrendered to the
Trustee for cancellation.  Upon
expiration of the holding period applicable to Restricted Securities under Rule
144(k) under the Securities Act (or any successor provision), the Notes may, to
the extent permitted by applicable law, be reissued or sold or may be
surrendered to the Trustee for cancellation. 
Any Notes surrendered for cancellation may not be reissued or resold and
will be canceled promptly by the Trustee.


(c)  The Trustee
shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this instrument or
under applicable law with respect to any transfer of any interest in any Note
other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by, the terms of this instrument, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.


                Section 2.24.          Rule 144A Information Requirement.  Within the period prior to the expiration of
the holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision), the Company covenants and agrees
that it shall, during any period in which it is not subject to Section 13 or
15(d) under the Exchange Act, make available to any Holder or beneficial owner
of Notes or any Common Shares issued upon conversion thereof which continue to
be Restricted Securities in connection with any sale thereof and any
prospective purchaser of Notes or such Common Shares designated by such Holder
or beneficial owner, the information required pursuant to Rule 144A(d)(4) under
the Securities Act upon the request of any Holder or beneficial owner of the
Notes or such Common Shares, all to the extent required to enable such Holder
or beneficial owner to sell its Notes or Common Shares without registration
under the Securities Act within the limitation of the exemption provided by
Rule 144A.


                Section 2.25.          Additional Interest Notice.  In the event that the Company is required to
pay Additional Interest to Holders of Notes pursuant to the Registration Rights
Agreement, the Company will provide written notice (“Additional
Interest Notice”) to the Trustee of its obligation to pay Additional
Interest no later than fifteen (15) calendar days prior to the proposed payment
date for Additional Interest, and the Additional Interest Notice shall set
forth the amount of Additional Interest to be paid by the Company on such
payment date.  The Trustee shall not at
any time be under any duty or responsibility to any Holder of Notes to
determine the Additional Interest, or with 



 35
 









respect to the
nature, extent or calculation of the amount of Additional Interest when made,
or with respect to the method employed in such calculation of the Additional
Interest.


Section 2.26.          The Trustee.  Section 601 of the Indenture is modified for
purposes of the Notes by adding to the first proviso after the words “...any
Additional Amounts or sinking fund installment with respect to any Security of
such series,” the following: “or in the delivery of amounts owing upon
conversion of a Security.”  Section 602
of the Indenture is modified for purposes of the Notes by adding a new clause
(12) which provides: “(12) The Trustee is authorized and directed to execute
and deliver, as Trustee on behalf of the Holders from time to time of the
Notes, a letter to the Massachusetts Attorney General pursuant to Section 49,
Chapter 271 of the General Laws of The Commonwealth of Massachusetts in such
form as may be furnished to the Trustee by the Company and/or the Initial
Purchasers, provided that the Trustee shall have no responsibility for the form
or sufficiency of such letter for any purpose, nor for the performance of any
obligations of the “lender” that may arise under said Section 49, including,
without limitation, under clause (d) of said Section 49, and all such
obligations, if any, shall be the responsibility of the Holders of the Notes.


ARTICLE THREE

FORM OF NOTES


Section 3.01.          Form of Notes.  The Notes and the Trustee’s certificate of
authentication to be borne by such Notes shall be substantially in the form set
forth in Exhibit A hereto. Any of the Notes may have such letters, numbers or
other marks of identification and such notations, legends, endorsements or
changes as the officers executing the same may approve (execution  thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of the Indenture, or
as may be required by the Depositary or by the National Association of
Securities Dealers, Inc. in order for the Notes to be eligible for trading on
The PORTALSM Market or as may be required for the Notes to
be tradable on any other market developed for trading of securities pursuant to
Rule 144A or as may be required to comply with any applicable law or with any
rule or regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed, or to conform to usage, or to indicate any special limitations or
restrictions to which any particular Notes are subject.



 36
 









ARTICLE FOUR

EFFECTIVENESS


 


This Supplemental
Indenture shall be effective for all purposes as of the date and time this
Supplemental Indenture has been executed and delivered by the Company and the
Trustee in accordance with Article Nine of the Indenture. As supplemented
hereby, the Indenture is hereby confirmed as being in full force and effect.


ARTICLE FIVE

MISCELLANEOUS


Section 5.01.          In the event any provision of this
Supplemental Indenture shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof or any provision of the Indenture.


Section 5.02.          To the extent that any terms of this
Supplemental Indenture or the Notes are inconsistent with the terms of the
Indenture, the terms of this Supplemental Indenture or the Notes shall govern
and supersede such inconsistent terms.


Section 5.03.          This instrument may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.


Section 5.04.          This Supplemental Indenture shall be
governed by and construed in accordance with the laws of The Commonwealth of
Massachusetts.


[signature page
follows]



 37
 









IN WITNESS WHEREOF, the Company and the Trustee have
caused this Supplemental Indenture to be executed as an instrument under seal
in their respective corporate names as of the date first above written.


	
  

  	
  HOSPITALITY PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G.
  Murray

  
	
   

  	
   

  	
  Name: John G.
  Murray

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P.
  Freeman

  
	
   

  	
   

  	
  Name: James P.
  Freeman

  
	
   

  	
   

  	
  Title: Vice
  President

  



 



 38















Exhibit A


EXHIBIT A


(Face of Note)


[FORM OF NOTE]


[Include only for
Global Notes]


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


UNLESS AND UNTIL THIS
NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A
NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE
TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.


[Include only for
Notes that are Restricted Securities]


THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE.  BY
ITS ACQUISITION HEREOF, THE HOLDER:


(1)           REPRESENTS THAT IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),
IS AWARE THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE
SECURITIES ACT AND IS PURCHASING THIS SECURITY IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT;


(2)           AGREES THAT IT WILL NOT, WITHIN TWO
YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS SECURITY AND THE LAST
DATE ON WHICH HOSPITALITY PROPERTIES TRUST (THE “COMPANY”) OR AN AFFILIATE
THEREOF WAS THE OWNER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS
SECURITY OR THE COMMON SHARES ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT
(A) TO THE COMPANY OR ANY  OF ITS
SUBSIDIARIES, (B) TO A



 A-1
 









QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), OR (D) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES
TO BE EFFECTIVE AT THE TIME OF SUCH RESALE OR TRANSFER; AND


(3)           AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO
CLAUSE 2(C) OR 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.  IN CONNECTION WITH ANY TRANSFER
OF THIS SECURITY WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF
THIS SECURITY AND THE LAST DATE ON WHICH THE COMPANY OR AN AFFILIATE THEREOF
WAS THE OWNER OF THIS SECURITY, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
THIS SECURITY TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE).  IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE
2(C) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR
ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS THE COMPANY OR THE TRUSTEE MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.  THIS LEGEND WILL BE REMOVED UPON
THE EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(C) OR 2(D)
ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE LATER OF THE ORIGINAL ISSUE DATE
OF THIS SECURITY AND THE LAST DATE ON WHICH THE COMPANY OR AN AFFILIATE THEREOF
WAS THE OWNER OF THIS SECURITY.


THE HOLDER OF THIS
SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT (AS
SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF) AND,
BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE
PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.



 A-2
 









3.80% Convertible
Senior Note due 2027


No.                                                                                                                                                      $


HOSPITALITY PROPERTIES
TRUST


promises to pay to                           or
registered assigns, the principal sum
of                                ($                         )
on March 15, 2027, subject to the terms set forth on the reverse of this Note
and the terms of the Indenture referred to therein.


Interest Payment Dates:
Each March 15 and September 15 (or if such day is not a Business Day, the next
succeeding Business Day), commencing September 15, 2007.


Record Dates: February 28
and August 31


This Note shall
bear interest as specified on the reverse hereof.  This Note is convertible for the
consideration specified on the reverse hereof. 
This Note is subject to redemption by the Company at its option and to
repurchase by the Company at the option of the Holder as specified on the
reverse hereof.


CUSIP No:

ISIN No:


	
  

  	
  HOSPITALITY
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


CERTIFICATE OF
AUTHENTICATION


Dated:


This is one of the
Notes referred to in the within-mentioned Indenture.


U.S. BANK NATIONAL
ASSOCIATION


as Trustee


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  



 



 A-3
 









[THE FOLLOWING CONSTITUTES THE REVERSE OF THE
SECURITY]


HOSPITALITY PROPERTIES TRUST


3.80% Convertible
Senior Note due 2027


This Note is one of a
duly authorized issue of notes, debentures, bonds, or other evidences of
indebtedness of the Company (hereinafter called the “Securities”) of the series
hereinafter specified, all issued or to be issued under and pursuant to an
Indenture, dated as of February 25, 1998 (as supplemented by the Supplemental
Indenture, dated as of March 7, 2007, and as further amended or supplemented
from time to time, the “Indenture”), duly executed and delivered by Hospitality
Properties Trust, a Maryland real estate investment trust (the “Company”), to
U.S. Bank National Association, as trustee (the “Trustee,” which term includes
any successor trustee under the Indenture with respect to the series of
Securities of which this Note is a part), and reference is hereby made to the
Indenture, and all modifications and amendments and indentures supplemental
thereto relating to the Notes, for a description of the rights, limitations of
rights, obligations, duties, and immunities thereunder of the Trustee, the
Company, and the Holders of the Notes and the terms upon which the Notes are
authenticated and delivered.  The
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may accrue interest (if any) at different rates or formulas and may otherwise
vary as provided in the Indenture.  This
Note is one of a series of Securities (the “Notes”) designated as the “3.80% Convertible Senior Notes due
2027” of the Company, initially limited (except as permitted under the
Indenture) in aggregate principal amount to $575,000,000.  The Notes are senior unsecured obligations of
the Company.  Terms used herein without
definition and which are defined in the Indenture have the meanings assigned to
them in the Indenture.


1.             Interest.
The Notes shall bear interest at the rate of 3.80% per annum from March 7, 2007
or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for, as the case may be, payable
semi-annually in arrears on March 15 and September 15 of each year (each,
an “Interest Payment Date”), commencing on September 15, 2007, until the
principal hereof is paid or duly made available for payment.  Interest payable on each Interest Payment
Date shall equal the amount of interest accrued for the period commencing on
and including the immediately preceding Interest Payment Date in respect of
which interest has been paid or duly provided for (or commencing on and
including March 7, 2007, if no interest has been paid or duly provided for) and
ending on and including the day immediately preceding such Interest Payment
Date.  Interest on the Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day months.


2.             Method of
Payment.  Except as provided in the
Indenture, the Company shall pay interest on the Notes to the Persons who are
Holders of record of Notes at the close of business (whether or not a Business
Day) on the February 28 and August 31 immediately preceding the applicable
Interest Payment Date (each, a “Regular Record Date”).  Holders must surrender Notes to a Paying
Agent and comply with the other terms of the Indenture to collect the principal
amount, Redemption Price, Optional Repurchase Price or Change in Control
Purchase Price of



 A-4
 









the Notes, plus, if applicable, accrued and unpaid interest (including
Additional Interest, if any) payable as herein provided at maturity, upon
redemption at the Company’s option, or in order to preserve the status of the
Company as a real estate investment trust for United States Federal income tax
purposes, or repurchase at the Holder’s option upon a Change in Control.  The Company shall pay, in money of the United
States that at the time of payment is legal tender for payment of public and
private debts, all amounts due in cash with respect to the Notes on the dates
and in the manner provided in this Note and the Indenture.


3.             Paying Agent,
Conversion Agent and Security Registrar. 
Initially, the Trustee shall act as Paying Agent, Conversion Agent and
Security Registrar.  The Company hereby
initially designates the Corporate Trust Office of the Trustee as the office to
be maintained by it where this Note may be presented for payment, registration
of transfer or exchange, where notices or demands to or upon the Company in
respect of this Note or the Indenture may be served and where the Notes may be
surrendered for conversion in accordance with the provisions of paragraph 6
hereof and the Indenture.  The Company
may appoint and change any Paying Agent, Conversion Agent, Security Registrar
or co-registrar or approve a change in the office through which any Paying
Agent acts without notice, other than notice to the Trustee.


4.             Redemption By
the Company. The Company shall not have the right to redeem any Notes prior
to March 20, 2012, except to preserve the status of the Company as a real
estate investment trust for United States Federal income tax purposes.  If the Company determines it is necessary to
redeem the Notes in order to preserve the status of the Company as a real
estate investment trust, the Company may redeem the Notes then Outstanding, in
whole or in part, at 100% of the principal amount of the Notes to be redeemed
plus unpaid interest (including Additional Interest, if any) accrued thereon to
the Redemption Date.


The Company shall have
the right to redeem the Notes for cash, in whole or in part at any time or from
time to time, on or after March 20, 2012 at 100% of the principal amount of the
Notes to be redeemed plus unpaid interest (including Additional Interest, if
any) accrued thereon  to, but excluding,
the Redemption Date (the “Redemption Price”).


Notice of redemption at
the option of the Company shall be provided at least 30 days but not more than
60 days before the Redemption Date to each Holder of Notes to be redeemed at
the Holder’s registered address. Notes in denominations larger than $1,000
principal amount may be redeemed in part but only in integral multiples of
$1,000 principal amount.


5.             Optional Repurchase
Rights; Repurchase At Option Of Holder Upon A Change In Control.


(a)           Subject to the terms and conditions
of the Indenture, a Holder shall have the right to require the Company to
repurchase all of its Notes, or any portion of the principal amount thereof
that is equal to $1,000 or an integral multiple thereof, on each of March 20,
2012, March 15, 2017 and March 15, 2022 (each, an “Optional Repurchase Date”)
for cash equal to 100% of the principal amount of the Notes to be repurchased
plus unpaid interest (including Additional Interest, if any) accrued thereon
to, but excluding, such Optional Repurchase Date (the “Optional Repurchase
Price”), upon delivery to the Paying Agent of an Optional Repurchase Notice
containing the information set forth in the Indenture, from the opening of
business on the date



 A-5
 









that is 30 days
prior to such Optional Repurchase Date until the close of business on the third
Business Day prior to such Optional Repurchase Date and upon compliance with
the other terms of the Indenture.


(b)           If a Change in Control occurs prior
to March 20, 2012, a Holder shall have the right, at such Holder’s option and
subject to the terms and conditions of the Indenture, to require the Company to
repurchase all or any of such Holder’s Notes having a principal amount equal to
$1,000 or an integral multiple thereof on the date (the “Change in Control
Purchase Date”) specified by the Company in the Company Notice (which date
shall be no earlier than 15 days and no later than 30 days after the date of such
Company Notice) for cash equal to the 100% of the principal amount of the Notes
to be repurchased plus unpaid interest (including Additional Interest, if any)
accrued thereon to, but excluding, the Change in Control Purchase Date (the “Change
in Control Purchase Price”).


(c)           Holders have the right to withdraw
any Optional Repurchase Notice or Change in Control Purchase Notice, as the
case may be, by delivery to the Paying Agent of a written notice of withdrawal
in accordance with the provisions of the Indenture.


(d)           If the Paying Agent holds, in
accordance with the terms of the Indenture, money sufficient to pay the
Optional Repurchase Price or Change in Control Purchase Price of such Notes on
the Optional Repurchase Date or Change in Control Purchase Date, as the case
may be, then, on and after such date, such Notes shall cease to be Outstanding
and interest on such Notes shall cease to accrue on the day prior to such date,
and all other rights of the Holder shall terminate (other than the right to receive
the Optional Repurchase Price or Change in Control Purchase Price upon delivery
or transfer of the Notes).


6.             Conversion.
The Notes shall be convertible into the consideration specified in the
Indenture at such times, upon compliance with such conditions and upon the
terms set forth in the Indenture.


The initial Conversion
Rate shall be 19.8018 Common Shares per $1,000 principal amount of Notes,
subject to adjustment in certain circumstances as specified in the
Indenture.  Notes tendered for conversion
by a Holder after the close of business on any Regular Record Date for an
interest payment and on or prior to the corresponding Interest Payment Date
must be accompanied by payment of an amount equal to the interest that such
Holder is to receive on such Notes on such Interest Payment Date; provided, however, that no such payment shall be required
(1) if such Notes have been called for redemption on a Redemption Date that is
after such Regular Record Date and on or prior to such Interest Payment Date or
(2) with respect to overdue interest, if any overdue interest is due and owing
at the time of conversion with respect to such Notes.


The Conversion Rate
applicable to each Note a notice of conversion in respect of which is received
by the Conversion Agent from and including the Effective Date of a Change in
Control resulting from a transaction described in clauses (1) or (2) of the
definition of Change in Control up to and including the 30th Business Day
following the Effective Date of such Change in Control shall be increased by
the number of Additional Shares specified in the Indenture.



 A-6
 









To convert this Note, the Holder must
(a) complete and manually sign the irrevocable conversion notice set forth
below (or complete and manually sign a facsimile of such notice) and deliver
such notice to the Conversion Agent at the office maintained by the Conversion
Agent for such purpose, (b) if this Note is in certificated form, surrender
such Note to the Conversion Agent, (c) furnish appropriate endorsements
and transfer documents if required by the Conversion Agent, the Company or the
Trustee and (d) pay any transfer or similar tax, if required. The date on
which the Holder satisfies all such requirements shall be deemed to be the date
on which this Note shall have been surrendered for conversion.


If the Holder has delivered an Optional Repurchase
Notice or a Change in Control Purchase Notice requiring the Company to
repurchase all or a portion of this Note pursuant to paragraph 5 hereof, then
this Note (or portion hereof subject to such Optional Repurchase Notice or
Change in Control Purchase Notice) may be converted only if the Optional
Repurchase Notice or Change in Control Purchase Notice is withdrawn in
accordance with the terms of the Indenture.


7.             Denominations;
Transfer; Conversion.  This Note is
issuable only in fully registered form, without coupons, in denominations of
$1,000 and integral multiples thereof. 
This Note may be exchanged for a like aggregate principal amount of
Notes of other authorized denominations at the place provided in the Indenture,
in the manner and subject to the limitations provided herein and in the
Indenture, but without the payment of any charge except for any tax or other
governmental charge imposed in connection therewith. Upon due presentment for
registration of transfer of this Note at the place provided in the Indenture,
one or more new Notes of authorized denominations in an equal aggregate
principal amount will be issued to the transferee in exchange therefor, and
bearing such restrictive legends as may be required by the Indenture, but
without payment of any charge except for any tax or other governmental charge
imposed in connection therewith.  In the
event of any redemption in part, the Company shall not be required to: (i)
issue or register the transfer or exchange of any Note during a period
beginning at the opening of business 15 days before any selection of Notes for
redemption and ending at the close of business on the earliest date on which
the relevant notice of redemption is deemed to have been given to all Holders
of Notes to be so redeemed, or (ii) register the transfer or exchange of
any Note so selected for redemption, in whole or in part, except the unredeemed
portion of any Note being redeemed in part.


8.             Defaults and Remedies.  In case an Event of Default (as defined in
the Indenture) with respect to the Notes shall have occurred and be continuing,
the principal hereof may be declared, and upon such declaration shall become,
or in certain cases shall become automatically, due and payable, in the manner,
with the effect and subject to the provisions provided in the Indenture.


9.               Actions of
Holders.  The Indenture contains
provisions permitting the Holders of not less than a majority of the aggregate
principal amount of the outstanding Notes, subject to certain exceptions as
provided in the Indenture, on behalf of the Holders of all such Notes at a
meeting duly called and held as provided in the Indenture, to make, give or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided in the Indenture to be made, given or taken by the
Holders of the Notes, including without limitation, waiving (a) compliance by
the Company with certain provisions of the Indenture, and (b) certain



 A-7
 









past defaults under the Indenture and their consequences.  Any resolution passed or decision taken at
any meeting of the Holders of the Notes in accordance with the provisions of
the Indenture shall be conclusive and binding upon such Holders and upon all
future Holders of this Note and other Notes issued upon the registration of
transfer hereof or in exchange heretofore or in lieu hereof.


10.           Persons Deemed
Owners.  The Company, the Trustee,
and any agent of the Company or the Trustee may deem and treat the Person in
whose name this Note is registered on the Security Register as its absolute
owner for all purposes.


11.           Additional Rights
of Holders.  In addition to the
rights provided to Holders of Notes under the Indenture, Holders shall have all
the rights set forth in the Registration Rights Agreement, dated as of March 7,
2007, among the Company and the Initial Purchasers named therein.


12.           Trustee and Agent
Dealings With the Company. The Trustee, Paying Agent, Conversion Agent and
Securities Registrar under the Indenture, each in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
and collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee, Paying Agent, Conversion Agent or Registrar.


13.           Calculations in
Respect of the Notes.  Except as
explicitly specified otherwise herein or in the Indenture, all calculations to
be made in respect of the Notes shall be the obligation of the Company.  All calculations made by the Company or its
agent as contemplated pursuant to the terms hereof and of the Indenture shall
be final and binding on the Company and the Holders absent manifest error. The
Company shall provide a schedule of calculations to the Trustee, and the
Trustee shall be entitled to rely upon the accuracy of the calculations by the
Company without independent verification. 
The Trustee shall forward calculations made by the Company to any Holder
of Notes upon written request.


14.           Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


15.           Governing Law.  THE INTERNAL LAW OF THE COMMONWEALTH OF
MASSACHUSETTS SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE NOTES.


16.           No Personal
Liability.  THE DECLARATION OF TRUST
OF THE COMPANY, AMENDED AND RESTATED ON AUGUST 21, 1995, A COPY OF WHICH,
TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO (THE “DECLARATION”), IS
DULY FILED IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF
MARYLAND, PROVIDES THAT THE NAME “HOSPITALITY PROPERTIES TRUST” REFERS TO THE
TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY
OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF
THE COMPANY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR



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SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE COMPANY.  ALL PERSONS DEALING WITH THE COMPANY, IN ANY
WAY, SHALL LOOK ONLY TO THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR
THE PERFORMANCE OF ANY OBLIGATION.


The Company will furnish
to any Holder upon written request and without charge a copy of the
Indenture.  Requests may be made to:


Hospitality Properties Trust


400 Centre Street


Newton, MA  02458


Telecopier No.: (617) 964-8389


Attention: President


or such other address as
the Company may specify pursuant to the Indenture.



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ASSIGNMENT


FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto                                                                                                                                                                                              .


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


 


 


 


(Please print or Typewrite Name and Address


Including Postal Zip Code of Assignee)


 


the within Note and all
rights thereunder, and hereby irrevocably constitutes and appoints 


to transfer said Note on the books of the Company,
with full power of substitution in the premises.


In connection with any transfer of the Note prior to
the expiration of the holding period applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision) (other than any
transfer pursuant to a registration statement that has been declared effective
under the Securities Act), the undersigned confirms that such Note is being
transferred:


	
  o

  	
   

  	
  To Hospitality Properties Trust or any of its
  subsidiaries; or

  
	
  o

  	
   

  	
  To a “qualified institutional buyer” in compliance
  with Rule 144A under the Securities Act of 1933, as amended; or

  
	
  o

  	
   

  	
  Pursuant to and in compliance with Rule 144 under
  the Securities Act of 1933, as amended; or

  
	
  o

  	
   

  	
  Pursuant to a registration statement which has been
  declared effective under the Securities Act of 1933, as amended, and which
  continues to be effective at the time of transfer.

  



 


Unless one of the boxes is checked, the Trustee
will refuse to register any of the Notes evidenced by this certificate in the
name of any person other than the registered holder thereof.



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Dated:                                          .


	
  Signature Guaranteed

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NOTICE:
  Signature must be guaranteed by an eligible Guarantor Institution (banks,
  stockbrokers, savings and loan associations and credit unions) with
  membership in an approved signature guarantee medallion program pursuant to
  Securities and Exchange Commission Rule 17Ad-15.

  	
   

  	
  NOTICE: The signature to this Assignment must
  correspond with the name as written upon the face of the within Note in every
  particular, without alteration or enlargement or any change whatever.

  



 



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CONVERSION NOTICE


To convert this Note as provided in the Indenture,
check the box:   o


To convert only part of this Note, state the principal
amount to be converted (must be $1,000 or an integral multiple of $1,000):  $                        .


If, in the event the Company delivers Net Shares and
you want the stock certificate made out in another Person’s name, fill in the
form below:


	
  

  
	
  (Insert assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type assignee’s name, address and zip
  code)

  



 


 


	
  

  	
   

  	
  Your Signature:

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on the

  other side of this Note)

  
	
  (1) Signature
  guaranteed by:

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  



 


 


 


 


 


 


 


 


 


 


 






(1) Signature must be
guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings
and loan associations and credit unions) with membership in an approved signature
guarantee medallion program pursuant to Securities and Exchange Commission Rule
17Ad-15. 


 



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