Exhibit
4.2


REGISTRATION
RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement” ) is made and entered into as
of March 7, 2007 among HOSPITALITY PROPERTIES TRUST, a Maryland real estate
investment trust (the “Company”),and
the several initial purchasers (the “Initial
Purchasers”) named in Schedule A to the Purchase Agreement (as
defined below), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated
is acting as representative (the “Representative”).


This Agreement is made pursuant to the Purchase
Agreement, dated March 2, 2007 (the “Purchase
Agreement”), among the Company, as the issuer of the 3.80%
Convertible Senior Notes Due 2027 (the “Notes”),
and the Initial Purchasers, which provides for, among other things, the sale of
the Notes by the Company to the Initial Purchasers.


In order to induce the Initial Purchasers to enter
into the Purchase Agreement, the Company has agreed to provide to the Initial
Purchasers and their respective direct and indirect transferees the
registration rights set forth in this Agreement.


In consideration of the foregoing, the parties hereto
agree as follows:


1.     Definitions.  Capitalized terms used herein without
definition shall have the respective meanings ascribed to them in the Purchase
Agreement.  As used in this Agreement,
the following capitalized defined terms shall have the following meanings:


“Advice” shall
have the meaning set forth in the last paragraph of Section 3 hereof.


“Affiliate” has
the same meaning as given to that term in Rule 405 under the Securities
Act or any successor rule thereunder.


“Automatic Shelf Registration Statement”
shall mean a Registration Statement filed by a Well-Known Seasoned Issuer which
shall become effective upon filing thereof pursuant to General Instruction
I.D.  of Form S-3.


“Business Day”
means any day other than a Saturday, a Sunday, or a day on which banking
institutions in New York, New York are authorized or required by law or
executive order to remain closed.


“Common Shares”
means the common shares of beneficial interest of the Company, par value $0.01
per share, initially issuable upon conversion of the Notes.


“Company” shall
have the meaning set forth in the preamble to this Agreement and also includes
the Company’s successors and permitted assigns.


“Closing Time” shall
mean the Closing Time as defined in the Purchase Agreement.


“Effective Date” shall mean the
date the initial Shelf Registration Statement becomes effective or, in the case
of designation of an Automatic Shelf Registration Statement as the Shelf Registration
Statement, the date a Prospectus is first made available thereunder for use by
the Holders.













“Effectiveness Deadline” shall
mean (i) for purposes of Section 2(a)(i) hereof, the 180th day following the
Issue Date, (ii) for purposes of the filing of any post-effective amendment
pursuant to Section 2(a)(iii) hereof, the 60th day after the obligation to make
such filing arises, (iii) for purposes of the filing of any Shelf Registration
Statement pursuant to Section 2(a)(iii) hereof, the 90th day after the
obligation to make such filing arises, and (iv) for purposes of any filing made
pursuant to Section 2(a)(iv) hereof, the twentieth Business Day after the
obligation to make such filing arises.


“Effectiveness Period”
shall have the meaning set forth in Section 2(a)(iv) hereof.


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time.


“Filing Deadline” shall mean (i)
for purposes of Section 2(a)(i) hereof, the 90th day following the Issue Date,
(ii) for purposes of Section 2(a)(iii) hereof, the tenth Business Day after the
date of receipt by the Company of the information specified therein (or, if a
Suspension Period is then in effect or initiated within five Business Days
following the date of receipt of such information, the tenth Business Day
following the end of such Suspension Period), and (iii) for purposes of Section
2(a)(iv) hereof, the twentieth Business Day after the cessation of
effectiveness of any Shelf Registration Statement (or, if a Suspension Period
is then in effect or initiated within five Business Days following the date of
receipt of such information, the twentieth Business Day following the end of
such Suspension Period).


“Holder” shall
mean each Initial Purchaser, for so long as such Initial Purchaser owns any
Registrable Securities, and each of such Initial Purchaser’s respective
successors, assigns and direct and indirect transferees who become registered
owners of Registrable Securities.


“Indenture”
shall mean the Indenture dated as of February 25, 1998, as supplemented by a
supplemental indenture, dated as of the Closing Time, between the Company and
the Trustee, pursuant to which the Notes are being issued, and in accordance
with which the Common Shares may be issued, as the same may be amended, supplemented,
waived or otherwise modified from time to time in accordance with the terms
thereof.


“Initial Purchasers”
shall have the meaning set forth in the preamble to this Agreement.


“Inspectors” shall
have the meaning set forth in Section 3(l) hereof.


“Issue Date” shall
mean March 7, 2007, the date of original issuance of the Notes.


“Liquidated Damages”
shall have the meaning set forth in Section 2(e) hereof.


“Majority Holders”
shall mean the Holders collectively holding a majority of the aggregate principal
amount of outstanding Notes or the number of outstanding Common Shares that are
Registrable Securities, as the context requires.


“Notes” shall have
the meaning set forth in the preamble to this Agreement.



 2
 









“Offering Memorandum” shall mean the final offering
memorandum dated March 2, 2007 of the Company in connection with the offering
of the Notes.


“Person” shall
mean an individual, partnership, corporation, trust or unincorporated
organization, limited liability company, or a government or agency or political
subdivision thereof.


“Prospectus” shall
mean the prospectus included in a Shelf Registration Statement, including any
preliminary prospectus, any “issuer free writing prospectus,” as such term is
defined in Rule 433 under the Securities Act, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to a prospectus, including post-effective
amendments, and, in each case, including all documents incorporated by
reference therein.


“Purchase Agreement”
shall have the meaning set forth in the preamble to this Agreement.


“Questionnaire” shall have the
meaning set forth in Section 2(a)(ii) hereof.


“Records” shall
have the meaning set forth in Section 3(l) hereof.


“Registrable Securities”
shall mean the Notes and the Common Shares; provided,
however, that (i) the Notes shall cease to be Registrable
Securities upon the earlier of (1) a Shelf Registration Statement with
respect to such Notes for the resale thereof having been declared effective
under the Securities Act and such Notes having been disposed of pursuant to
such Shelf Registration Statement, (2) 
such Notes have been sold pursuant to Rule 144 under the Securities Act,
(3) such Notes having become eligible to be sold without restriction as
contemplated by Rule 144(k) under the Securities Act by a Person who is
not an Affiliate of the Company, or (4) such Notes having ceased to be
outstanding, and (ii) the Common Shares shall cease to be Registrable
Securities upon the earlier of (1) a Shelf Registration Statement with
respect to such Common Shares for the resale thereof having been declared
effective under the Securities Act and such Common Shares having been disposed
of pursuant to such Shelf Registration Statement, (2) such Common Shares have
been sold pursuant to Rule 144 under the Securities Act, (3) such Common
Shares having become eligible to be sold without restriction as contemplated by
Rule 144(k) under the Securities Act by a Person who is not an Affiliate of the
Company, or (4) such Common Shares having ceased to be outstanding.


“Registration Expenses”
shall mean any and all expenses incident to performance of or compliance by the
Company with this Agreement, including without limitation: (i) all SEC or
National Association of Securities Dealers, Inc. (the “NASD”) registration and filing fees,
including, if applicable, the fees and expenses of any “qualified independent
underwriter” (and its counsel) that is required to be retained by any Holder of
Registrable Securities in accordance with the rules and regulations of the
NASD, (ii) all fees and expenses incurred in connection with compliance
with state securities or blue sky laws (including reasonable fees and
disbursements of one counsel for all underwriters or Holders as a group in
connection with blue sky qualification of any of the Registrable Securities)
and compliance with the rules of the 



 3
 









NASD, (iii) all
expenses of any Persons in printing and distributing any Shelf Registration
Statement, any Prospectus and any amendments or supplements thereto, and, to
the extent consented to in advance by the Company, in preparing or assisting in
preparing, printing and distributing any underwriting agreements, securities
sales agreements and other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) the
fees and disbursements of one counsel for the Company and of the independent
certified public accountants of the Company, including the expenses of any “cold
comfort” letters required by or incident to the performance of and compliance
with this Agreement, and (vi) the reasonable fees and expenses of any
special experts retained by the Company in connection with the Shelf
Registration Statement.


“SEC” shall mean
the Securities and Exchange Commission.


“Securities” shall
mean the Notes and the Common Shares.


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


“Shelf Registration”
shall mean a registration effected pursuant to Section 2(a) hereof.


“Shelf Registration Statement”
shall mean a “shelf” registration statement of the Company pursuant to the
provisions of Section 2(a) hereof which covers all of the Registrable
Securities on Form S-3 or, if not then available to the Company, on another
appropriate form under Rule 415 under the Securities Act, or any similar
rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.


“Suspension Period” shall have
the meaning set forth in Section 2(a)(iv).


“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.


“Well-Known Seasoned
Issuer”  shall
have the meaning set forth in Rule 405 under the Securities Act.


2.     Registration
Under the Securities Act.


(a)           Shelf Registration.


(i)            The Company shall
file or cause to be filed (or otherwise designate an existing Automatic Shelf
Registration Statement previously filed with the SEC as) a Shelf Registration
Statement providing for the sale by the Holders of all of the Registrable
Securities, as promptly as reasonably practicable but in any event on or prior
to the Filing Deadline.  If the Shelf
Registration Statement is not an Automatic Shelf Registration Statement, the
Company shall use its reasonable best efforts to have such Shelf Registration
Statement declared effective by the SEC as promptly as reasonably practicable
after filing thereof, but in any event on or prior to the Effectiveness
Deadline.  If the Shelf Registration
Statement is an existing Automatic Shelf Registration Statement, the Company
shall use its reasonable best efforts to prepare and file a supplement to the
Prospectus to cover resales of the Registrable Securities by the Holders as 



 4
 









promptly as
reasonably practicable after filing thereof, but in any event on or prior to
the Effectiveness Deadline.


(ii)           Notwithstanding any
other provision hereof, no Holder of Registrable Securities shall be entitled
to include any of its Registrable Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to
such Holder and the Holder furnishes to the Company a fully completed notice
and questionnaire in the form attached as Appendix A to the Offering Memorandum
(the “Questionnaire”)
and such other information in writing as the Company may reasonably request in
writing for use in connection with the Shelf Registration Statement or
Prospectus included therein and in any application to be filed with or under
state securities laws.  The Company shall
issue a press release through a reputable national newswire service of its
filing (or intention to designate an Automatic Shelf Registration Statement as)
the Shelf Registration Statement and of the anticipated Effective Date
thereof.   In order to be named as a
selling securityholder in the Prospectus at the time it is first made available
for use, each Holder must furnish the completed Questionnaire and such other
information that the Company may reasonably request in writing, if any, to the
Company in writing no later than the tenth Business Day prior to the
anticipated Effective Date as announced in the press release.  Each Holder as to which any Shelf
Registration is being effected agrees to furnish to the Company all information
with respect to such Holder necessary to make the information previously
furnished to the Company by such Holder not materially misleading.


(iii)          From and after the
Effective Date, upon receipt of a completed Questionnaire and such other
information that the Company may reasonably request in writing, if any, the
Company will use its reasonable best efforts to file as promptly as reasonably
practicable but in any event on or prior to the Filing Deadline either (i) if
then permitted by the Securities Act or the rules and regulations thereunder
(or then-current SEC interpretations thereof), a supplement to the Prospectus
naming such Holder as a selling securityholder and containing such other
information as necessary to permit such Holder to deliver the Prospectus to
purchasers of the Holder’s Securities, or (ii) if it is not then permitted
under the Securities Act or the rules and regulations thereunder (or
then-current SEC interpretations thereof) to name such Holder as a selling
securityholder in a supplement to the Prospectus, a post-effective amendment to
the Shelf Registration Statement or an additional Shelf Registration Statement
as necessary for such Holder to be named as a selling securityholder in the
Prospectus contained therein to permit such Holder to deliver the Prospectus to
purchasers of the Holder’s Securities (subject, in the case of either clause
(i) or clause (ii), to the Company’s right to suspend use of the Shelf
Registration Statement as described in Section 2(a)(iv) hereof).  If a post-effective amendment or additional
Shelf Registration Statement is required to be filed, the Company shall use its
reasonable best efforts to have such post-effective amendment or additional
Shelf Registration Statement declared effective by the SEC as promptly as
practicable after filing thereof, but in any event on or prior to the
Effectiveness Deadline.  The Company
shall not be required to file more than three supplements to the Prospectus,
post-effective amendments or additional Shelf Registration Statements in any
fiscal quarter for all such Holders.


(iv)          The Company agrees
to use its reasonable best efforts to keep the Shelf Registration Statement
continuously effective and the Prospectus usable for resales until there are no
Registrable Securities outstanding (the “Effectiveness
Period”); provided, however,
that 



 5
 









for
45 days or less (whether or not consecutive) in any three-month period,
and for 90 days or less (whether or not consecutive) in any 12-month period,
the Company shall be permitted, by giving written notice to the Holders of
Registrable Securities, to suspend sales thereof if the Shelf Registration
Statement is no longer effective or usable for resales due to circumstances
relating to pending developments, public filings with the SEC and similar
events, or because the Prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make statements therein not misleading (any period of
suspension hereunder, a “Suspension Period”).  If any Shelf Registration Statement ceases to
be effective or usable for resales by Holders for any reason  (other than by reason of any such Holder’s
failure to provide a Questionnaire, in which case the provisions of Section
2(a)(ii) or 2(a)(iii) hereof shall apply) at any time during the Effectiveness
Period, the Company shall, subject to the proviso contained in the immediately
preceding sentence, use its reasonable best efforts to promptly cause such
Shelf Registration Statement to become effective under the Securities Act, and
in any event shall to the extent required to make such Shelf Registration
Statement effective or usable again, within twenty Business Days of the later
of such cessation of effectiveness or usability or the end of the applicable
Suspension Period, (i) file with the SEC one or more supplements to the
Prospectus, post-effective amendments or reports under the Exchange Act in a
manner reasonably expected to obtain the withdrawal of any order suspending the
effectiveness of such Shelf Registration Statement, or (ii) file with the SEC
an additional Shelf Registration Statement. 
If a post-effective amendment or an additional Shelf Registration
Statement is filed, the Company shall use its reasonable best efforts to (A)
cause such post-effective amendment or Shelf Registration Statement to become
effective under the Securities Act as promptly as practicable after such
filing, but in no event later than the applicable Effectiveness Deadline, and
(B) keep such post-effective amendment or Shelf Registration Statement
continuously effective until the end of the Effectiveness Period.


(v)           If the Shelf
Registration Statement is not an Automatic Shelf Registration Statement, the
Company shall not permit any securities other than (i) the Company’s
issued and outstanding securities currently possessing similar registration
rights and (ii) the Registrable Securities to be included in the Shelf
Registration.  The Company will provide
to each Holder named therein a reasonable number of copies of the Prospectus
that is a part of the Shelf Registration Statement, notify each such Holder of
the Effective Date and take such other actions as are required to permit
unrestricted resales of the Registrable Securities by such Holder.  The Company further agrees to supplement or
amend the Shelf Registration Statement or supplement the Prospectus if and as
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or by any other rules and regulations thereunder for
shelf registrations, and the Company agrees to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly
after its being used or filed with the SEC.


(b)           Listing.  The Company shall use its reasonable
best efforts to maintain the approval of the Common Shares for listing on the
New York Stock Exchange.


(c)           Expenses. 
The Company shall pay all Registration Expenses in connection with any
Shelf Registration Statement filed pursuant to Section 2(a) hereof
(including the reasonable fees and disbursements (not to exceed $10,000) of one
counsel for the Holders of the Registrable Securities in connection with the
review of any Shelf Registration Statement, Prospectus or 



 6
 









amendment or
supplement thereto in accordance with the provisions of Section 3(a) hereof,
which counsel shall be reasonably satisfactory to the Company).  Except as provided herein, each Holder shall
pay all expenses of its counsel, underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder’s
Registrable Securities pursuant to the Shelf Registration Statement.


(d)           Effective Shelf Registration Statement. 
If, after the Effective Date the offering of Registrable
Securities pursuant to a Shelf Registration Statement is interfered with by any
stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Shelf Registration Statement will be deemed
not to have been effective during the period of such interference, until the
offering of Registrable Securities pursuant to such Shelf Registration Statement
may legally resume.


(e)           Liquidated Damages.  In
the event that:


(i)            a Shelf
Registration Statement is not filed with the SEC or designated as such by the
Company on or prior to the Filing Deadline pursuant to Section 2(a)(i), then
liquidated damages (“Liquidated Damages”)
shall accrue on the principal amount of the Securities at a rate equal to 0.25%
per annum for the first 90-day period from the day following such Filing
Deadline, and thereafter at a rate per annum of 0.50% of the principal amount
of the Securities;


(ii)           (x) a Shelf
Registration Statement is not declared effective by the SEC, or (y) if the
Company shall have designated a previously filed and effective Automatic Shelf
Registration Statement as the Shelf Registration Statement for purposes of this
Agreement, the Company shall not have filed a supplement to the Prospectus to
cover resales of the Registrable Securities by the Holders, in the case of
either (x) or (y), on or prior to the Effectiveness Deadline pursuant to
Section 2(a)(i), then Liquidated Damages shall accrue on the principal amount
of the Securities at a rate equal to 0.25% per annum for the first 90-day
period from the day following such Effectiveness Deadline, and thereafter at a
rate per annum of 0.50% of the principal amount of the Securities;


(iii)          following the
Effective Date, (A) the Company fails to make any filing required pursuant to
Section 2(a)(iii) hereof prior to the Filing Deadline applicable thereto, or
(B) in the event such filing is a post-effective amendment or additional Shelf
Registration Statement, such post-effective amendment or Shelf Registration
Statement fails to become effective on or prior to the Effectiveness Deadline
applicable thereto, then Liquidated Damages shall accrue on the principal
amount of the Securities at a rate equal to 0.25% per annum for the first
90-day period from the day following such Filing Deadline or Effectiveness
Deadline, as applicable, and thereafter at a rate per annum of 0.50% of the
principal amount of the Securities;


(iv)          following the
Effective Date, a Shelf Registration Statement ceases to be effective (without
being succeeded immediately by an additional Shelf Registration Statement that
is filed and immediately becomes effective) or usable for the offer and sale of
the Registrable Securities, other than in connection with (A) a Suspension
Period or (B) as a result of a requirement to file a post-effective amendment
or supplement to the Prospectus to make changes to the information regarding
selling securityholders or the plan of distribution 



 7
 









provided for
therein, and the Company does not cure the lapse of effectiveness or usability
within twenty Business Days (or, if a Suspension Period is then in effect,
within twenty Business Days following the expiration of such Suspension
Period), then Liquidated Damages shall accrue on the principal amount of the
Securities at a rate equal to 0.25% per annum for the first 90-day period from
the day following such twentieth Business Day, and thereafter at a rate per
annum of 0.50% of the principal amount of the Securities;


(v)           any Suspension
Period or Periods exceed 45 days in any three-month period or 90 days in any
12-month period, then, commencing with the 46th day in such three-month period
or the 91st day in such 12-month period, as the case may be, then Liquidated
Damages shall accrue on the principal amount of the Securities at a rate equal
to 0.25% per annum for the first 90-day period from the day following the 46th
or 91st day, as the case may be, and thereafter at a rate per annum of 0.50% of
the principal amount of the Securities; or


(vi)          if the Company fails
to name as a selling securityholder any Holder that had complied timely with
its obligations hereunder in a manner to entitle such Holder to be so named in
(A) any Shelf Registration Statement at the time it first becomes effective or
(B) any Prospectus at the later of time of filing thereof or the time the Shelf
Registration Statement of which the Prospectus forms a part becomes effective,
then Liquidated Damages will accrue on the principal amount of Securities held
by such Holder at a rate equal to 0.25% per annum for the first 90-day period
from the day following the effective date of such Shelf Registration Statement
or the time of filing of such Prospectus, as the case may be, and thereafter at
a rate per annum of 0.50% of the principal amount of the Securities held by
such Holder;


provided, however, that in
no event shall Liquidated Damages accrue at a rate per annum exceeding 0.50% of
the principal amount of the Securities; and provided further
that Liquidated Damages on the principal amount of the Securities as a result
thereof shall cease to accrue:


(1)           upon the filing or
designation of a Shelf Registration Statement (in the case of clause (i)
above);


(2)           upon the Effective
Date (in the case of clause (ii) above);


(3)           upon the filing of a
supplement to the Prospectus (in the case of clause (iii)(A) above) or upon the
Effective Date (in the case of clause (iii)(B) above);


(4)           upon such time as
the Shelf Registration Statement which had ceased to remain effective or usable
for resales again becomes effective and usable for resales (in the case of
clause (iv) above);


(5)           upon such time as
the Shelf Registration Statement which had ceased to remain effective or usable
for resales again becomes effective and usable for resales (in the case of
clause (v) above); or


(6)           upon the time such
Holder is permitted to sell its Registrable Securities pursuant to any Shelf
Registration Statement and Prospectus in accordance with applicable law (in the
case of clause (vi) above).



 8
 









Any amounts of Liquidated Damages due pursuant to this
Section 2(e) will be payable in cash on the next succeeding  interest payment date to Holders entitled to receive such
Liquidated Damages on the relevant record dates for the payment of interest.


Notwithstanding any provision in this Agreement, in no
event shall Liquidated Damages accrue to holders of Common Shares issued upon
conversion of Notes.  If any Note ceases
to be outstanding during any period for which Liquidated Damages are accruing,
the Company will prorate the Liquidated Damages payable with respect to such
Note.  Additional Interest shall
represent the sole entitlement of the Holders to money damages relating to the
failure of the Company to file or otherwise designate a Shelf Registration
Statement with the SEC on or prior to the filing deadline.


(f)            Specific Enforcement.  Without
limiting the remedies available to the Holders, the Company acknowledges that
any failure by it to comply with its obligations under Section 2(a) hereof
may result in material irreparable injury to the Holders for which there is no
adequate remedy at law, that it would not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, any Holder
may obtain such relief as may be required to specifically enforce the Company’s
obligations under Section 2(a) hereof.


(g)           Certain Representations and Agreements of the Company.  The Company represents and agrees that,
unless it obtains the prior consent of the Holders of a majority of the
Registrable Securities that are registered under the Shelf Registration
Statement at such time or the approval of the counsel for the holders of
Registrable Securities or the consent of the Initial Purchasers in connection
with any underwritten offering of Registrable Securities, and each Holder
represents and agrees that, unless it obtains the prior consent of the Company
and the Initial Purchasers, it will not make any offer relating to the
Registrable Securities that would constitute an “issuer free writing
prospectus,” as defined in Rule 433 (an “Issuer Free Writing Prospectus”), or
that would otherwise constitute a “free writing prospectus,” as defined in Rule
405, required to be filed with the SEC.  The Company represents that any Issuer Free
Writing Prospectus, when taken together with the information in the Shelf
Registration Statement and the Prospectus, will not include any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.


3.     Registration Procedures.  In
connection with the obligations of the Company with respect to the Shelf
Registration Statement pursuant to Section 2(a) hereof, the Company shall
use its reasonable best efforts to:


(a)           prepare and file
with the SEC or designate a Shelf Registration Statement as prescribed by
Section 2(a)(i) hereof within the relevant time period specified in
Section 2(a)(i) hereof on the appropriate form under the Securities Act,
which form shall (i) be selected by the Company, (ii) be available for the
sale of the Registrable Securities by the selling Holders thereof, and
(iii) comply as to form in all material respects with the requirements of
the applicable form and include all financial statements required by the SEC to
be filed therewith; the Company shall use its reasonable best efforts to cause
such Shelf Registration Statement to become effective and remain effective and
the Prospectus usable for resales in accordance with Section 2 hereof; provided, however, that, before filing any Shelf
Registration Statement or 



 9
 









Prospectus or
any amendments or supplements thereto, the Company shall furnish to and afford
the Representative and its counsel and a single counsel for the Holders of the
Registrable Securities covered by such Shelf Registration Statement a
reasonable opportunity to review copies of all such documents (including copies
of any documents to be incorporated by reference therein and all exhibits
thereto) proposed to be filed; and the Company shall not file any Shelf
Registration Statement or Prospectus or any amendments or supplements thereto
in respect of which the Representative and its counsel and a single counsel for
the Holders must be afforded an opportunity to review prior to the filing of
such document if the Representative, its counsel, the Majority Holders or their
counsel, if any, shall reasonably object in a timely manner;


(b)           prepare and file with
the SEC such amendments and post-effective amendments to the Shelf Registration
Statement as may be necessary to keep such Shelf Registration Statement
effective for the Effectiveness Period, and cause each Prospectus to be
supplemented, if so determined by the Company or requested by the SEC, by any
required prospectus supplement and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) under the Securities
Act, and comply with the provisions of the Securities Act, the Exchange Act and
the rules and regulations promulgated thereunder applicable to it in all
material respects with respect to the disposition of all securities covered by
a Shelf Registration Statement during the Effectiveness Period in accordance
with the intended method or methods of distribution by the selling Holders
thereof described in this Agreement;


(c)           (i) furnish to each
Holder of Registrable Securities included in the Shelf Registration Statement
and to each underwriter of an underwritten offering of Registrable Securities,
if any, without charge, as many copies of each Prospectus, including each
preliminary prospectus, and any amendment or supplement thereto, and such other
documents as such Holder or underwriter may reasonably request, in order to
facilitate the public sale or other disposition of the Registrable Securities
and (ii) subject to the other provisions of this Agreement, consent to the
use of the Prospectus or any amendment or supplement thereto by each of the
selling Holders of Registrable Securities included in the Shelf Registration
Statement in connection with the offering and sale of the Registrable
Securities covered by the Prospectus or any amendment or supplement thereto;


(d)           register or qualify
the Registrable Securities under all applicable state securities or “blue sky”
laws of such jurisdictions by the time the applicable Shelf Registration
Statement has become effective under the Securities Act as any Holder of
Registrable Securities covered by a Shelf Registration Statement and each
underwriter of an underwritten offering of Registrable Securities shall
reasonably request in writing in advance of such date of effectiveness, and do
any and all other acts and things which may be reasonably necessary or
advisable to enable such Holder and underwriter to consummate the disposition
in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to
(i) qualify as a foreign entity or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), (ii) file any general consent to service of process in
any jurisdiction where it would not otherwise be subject to such service of
process or (iii) subject itself to taxation in any such jurisdiction if it
is not then so subject;


(e)           as promptly as
reasonably practicable notify the Representative and each Holder of Registrable
Securities included in the Shelf Registration Statement, its counsel and the 



 10
 









managing
underwriters, if any, and promptly confirm such notice in writing (i) when
a Shelf Registration Statement has become effective and when any post-effective
amendments thereto become effective (other than the Shelf Registration
Statements and amendments that are automatically effective), (ii) of any
request by the SEC or any state securities authority for amendments and
supplements to a Shelf Registration Statement or Prospectus or for additional
information after the Shelf Registration Statement has become effective,
(iii) of the issuance by the SEC or any state securities authority of any
stop order suspending the effectiveness of a Shelf Registration Statement or
the qualification of the Registrable Securities in any jurisdiction described
in Section 3(d) hereof or the initiation of any proceedings for that
purpose, (iv) of the happening of any event or the failure of any event to
occur or the discovery of any facts, during the Effectiveness Period, (x) which
makes any statement made in a Shelf Registration Statement untrue in any
material respect or which causes such Shelf Registration Statement to omit to
state a material fact which is required to be stated therein or which is
necessary in order to make the statements therein not misleading, or (y) which
makes any statement made in a related Prospectus untrue in any material respect
or which causes such Prospectus to omit to state a material fact which is
required to be stated therein or which is necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and (v) of the reasonable determination of the
Company that a post-effective amendment to the Shelf Registration Statement
would be appropriate;


(f)            obtain the
withdrawal of any order suspending the effectiveness of the Shelf Registration
Statement as promptly as reasonably practicable;


(g)           if requested,
furnish to each Holder of Registrable Securities included within the coverage
of a Shelf Registration Statement, without charge, at least one conformed copy
of the Shelf Registration Statement relating to such Shelf Registration and any
post-effective amendment thereto (without documents incorporated therein by
reference or exhibits thereto, unless requested);


(h)           subject to
applicable restrictions under securities or other laws, cooperate with the
selling Holders of Registrable Securities to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends and registered in such names as the selling
Holders or the underwriters may reasonably request at least two Business Days
prior to the closing of any sale of Registrable Securities pursuant to the
Shelf Registration Statement;


(i)            as promptly as
reasonably practicable after the occurrence of any event specified in Section
3(e)(ii), 3(e)(iii), 3(e)(v) (subject to the respective grace periods set forth
in Section 2(a)(iv)) or 3(e)(vi) hereof, prepare a supplement or post-effective
amendment to the Shelf Registration Statement or the related Prospectus or any
document incorporated therein by reference or file any other required document
so that, as thereafter delivered to the purchasers of the Registrable
Securities, such Prospectus will not include any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
and the Company shall notify each Holder of Registrable Securities included in
the Shelf Registration Statement to suspend use of the Prospectus as promptly
as reasonably practicable after the occurrence of such an event, and 



 11
 









each Holder
hereby agrees to suspend use of the Prospectus until the Company has amended or
supplemented the Prospectus to correct such misstatement or omission;


(j)            subject to Section
5 hereof, enter into such agreements (including underwriting agreements) as are
customary in underwritten offerings and take all such other appropriate actions
in connection therewith as are reasonably requested by the Holders collectively
holding at least 25% in aggregate principal amount or number, as the context
requires, of the Registrable Securities in order to expedite or facilitate the
registration or the disposition of the Registrable Securities;


(k)           whether or not an
underwriting agreement is entered into and whether or not the registration is
an underwritten registration, if requested by (x) any Initial Purchaser, in the
case where such Initial Purchaser holds Securities acquired by it as part of
its initial placement and (y) Holders collectively holding at least 25% in
aggregate principal amount or number, as the context requires, of the
Registrable Securities covered thereby: (i) make such representations and
warranties to Holders of such Registrable Securities and the underwriters (if
any), with respect to the business of the Company and its subsidiaries as then
conducted and with respect to the Shelf Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by issuers to underwriters in
underwritten offerings, and confirm the same if and when requested;
(ii) obtain opinions of counsel to the Company and updates thereof (which
may be in the form of a reliance letter) in form and substance reasonably
satisfactory to the managing underwriters (if any) and the Holders collectively
holding a majority in aggregate principal amount or number, as the context
requires, of the Registrable Securities being sold, addressed to each selling
Holder and the underwriters (if any) covering the matters customarily covered
in opinions requested in underwritten offerings and such other matters as may
be reasonably requested by such underwriters (it being agreed that the matters
to be covered by such opinion may be subject to customary qualifications and
exceptions); (iii) obtain “cold comfort” letters and updates thereof in
form and substance reasonably satisfactory to the managing underwriters from
the independent certified public accountants of the Company (and, if necessary,
any other independent certified public accountants of any business acquired by
the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in “cold comfort” letters in connection with
underwritten offerings and such other matters as reasonably requested by such
underwriters in accordance with Statement on Auditing Standards No.  72; and (iv) if an underwriting
agreement is entered into, the same shall contain indemnification provisions
and procedures no less favorable than those set forth in Section 4 hereof
(or such other provisions and procedures acceptable to Holders collectively
holding a majority in aggregate principal amount or number, as the context
requires, of Registrable Securities covered by such Shelf Registration
Statement and the managing underwriters) customary for such agreements with
respect to all parties to be indemnified pursuant to said Section (including,
without limitation, such underwriters and selling Holders); and in the case of
an underwritten registration, the above requirements shall be satisfied at each
closing under the related underwriting agreement or as and to the extent
required thereunder;



 12















(l)            make reasonably
available for inspection by any selling Holder of Registrable Securities who
certifies to the Company that it has a current intention to sell Registrable
Securities pursuant to the Shelf Registration, any underwriter participating in
any such disposition of Registrable Securities, if any (to the extent the
Company consents to an underwritten offering), and any attorney, accountant or
other agent retained by any such selling Holder or underwriter (collectively,
the “Inspectors”),
at the offices where normally kept, during the Company’s normal business hours,
all financial and other records, pertinent organizational and operational
documents and properties of the Company and its subsidiaries (collectively, the
“Records”) as shall be reasonably
necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, trustees and employees of the Company
and its subsidiaries to supply all relevant information in each case reasonably
requested by any such Inspector in connection with such Shelf Registration
Statement; Records and information which the Company, in good faith, deems to
be confidential and any Records and information which it notifies the
Inspectors are confidential shall not be disclosed to any Inspector except
where (i) the disclosure of such Records or information is necessary to
avoid or correct a material misstatement or omission in such Shelf Registration
Statement, (ii) the release of such Records or information is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction or
is necessary in connection with any action, suit or proceeding or
(iii) such Records or information previously has been made generally
available to the public; each selling Holder of such Registrable Securities
will be required to agree in writing that Records and information obtained by
it as a result of such inspections shall be deemed confidential and shall not
be used by it as the basis for any market transactions in the securities of the
Company unless and until such is made generally available to the public through
no fault of an Inspector or a selling Holder; and each selling Holder of such
Registrable Securities will be required to further agree in writing that it
will, upon learning that disclosure of such Records or information is sought in
a court of competent jurisdiction, or in connection with any action, suit or
proceeding, give notice to the Company and allow the Company at its expense to
undertake appropriate action to prevent disclosure of the Records and
information deemed confidential;


(m)          comply with all
applicable rules and regulations of the SEC so long as any provision of this
Agreement shall be applicable and make generally available to its
securityholders earning statements satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any
similar rule promulgated under the Securities Act) no later than 45 days
after the end of any twelve-month period (or 90 days after the end of any
twelve-month period if such period is a fiscal year) (i) commencing at the
end of any fiscal quarter in which Registrable Securities are sold to
underwriters in a firm commitment or best efforts underwritten offering and
(ii) if not sold to underwriters in such an offering, commencing on the
first day of the first fiscal quarter of the Company after the Effective Date,
which statements shall cover said twelve-month periods, provided that the
obligations under this Section 3(m) shall be satisfied by the timely filing
of quarterly and annual reports on Forms 10-Q and 10-K under the Exchange Act;


(n)           reasonably cooperate
with each seller of Registrable Securities covered by a Shelf Registration
Statement and each underwriter, if any, participating in the disposition of such
Registrable Securities and its respective counsel in connection with any
filings required to be made with the NASD;



 13
 









(o)           take all other steps
necessary to effect the registration of the Registrable Securities covered by a
Shelf Registration Statement contemplated hereby; and


(p)           the Company may
require each seller of Registrable Securities as to which any registration is
being effected to furnish to it such information regarding such seller as may
be required by the staff of the SEC to be included in a Shelf Registration
Statement; the Company may exclude from such registration the Registrable
Securities of any seller who unreasonably fails to furnish such information
within a reasonable time after receiving such request; and the Company shall
have no obligation to register under the Securities Act the Registrable
Securities of a seller who so fails to furnish such information.


Each Holder agrees that, upon receipt of any notice
from the Company of the occurrence of any event specified in Section 3(e)(ii), 3(e)(iii),
3(e)(v) or 3(e)(vi) hereof, such Holder will forthwith discontinue disposition
of Registrable Securities pursuant to a Shelf Registration Statement until such
Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof or until it is advised in writing (the
“Advice”) by the Company that the
use of the applicable Prospectus may be resumed, and, if so directed by the
Company, such Holder will deliver to the Company (at its expense) all copies in
such Holder’s possession, other than permanent file copies then in such Holder’s
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice.  If
the Company shall give any such notice to suspend the disposition of
Registrable Securities pursuant to a Shelf Registration Statement, the Company
shall use its reasonable best efforts to file and have declared effective (if
an amendment) as soon as reasonably practicable after the resolution of the
related matters an amendment or supplement to the Shelf Registration Statement
and related Prospectus.


4.     Indemnification and
Contribution.  (a) 
The Company hereby agrees to indemnify and hold harmless the Initial
Purchasers, each Holder, each underwriter who participates in an offering of
the Registrable Securities, each Person, if any, who controls any of such
parties within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act and each of their directors and officers,
as follows:


(i)            against any and all
loss, liability, claim, damage and expense whatsoever, as incurred, arising out
of any untrue statement or alleged untrue statement of a material fact
contained in a Shelf Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact required to be stated therein, in the
light of the circumstances under which they were made, not misleading;


(ii)           against any and all
loss, liability, claim, damage and expense whatsoever, as incurred, to the
extent of the aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, provided that
(subject to Section 4(d) hereof) such settlement is effected with the written
consent of the Company; and



 14
 









(iii)          against any and all
expenses whatsoever, as incurred (including, without limitation, the reasonable
fees and disbursements of counsel chosen by the Initial Purchasers or such
Holder), reasonably incurred in investigating, preparing or defending against
any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under subparagraph (i) or
(ii) of this Section 4(a);


provided, however, that
this indemnity does not apply to any loss, liability, claim, damage or expense
to the extent arising out of an untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written
information furnished in writing to the Company by any Initial Purchaser
through the Representative or by such Holder or underwriter expressly for use
in the Shelf Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto); provided  further,
however, that no Person shall be entitled to this indemnity to the
extent, and only to the extent, such loss, damage, expense, liability, claim or
action arises out of a disposition, pursuant to a Shelf Registration Statement,
of Registrable Securities by such Person during a Suspension Period, provided
the Company has provided to such person, prior to such disposition, a notice of
such Suspension Period.


(b)           Each Initial Purchaser
and each Holder or underwriter, severally and not jointly, agrees to indemnify
and hold harmless the Company, its trustees and officers (including each
officer of the Company who signed the Shelf Registration Statement), and each
Person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act against any and
all loss, liability, claim, damage and expense whatsoever described in the
indemnity contained in Section 4(a) hereof, as incurred, but only with
respect to (A) untrue statements or omissions, or alleged untrue statements or
omissions, made in the Shelf Registration Statement (or any amendment thereto)
or the Prospectus (or any amendment or supplement thereto) in reliance upon and
in conformity with written information furnished to the Company by any Initial
Purchase through the Representative or by such Holder expressly for use in such
Shelf Registration Statement (or any amendment thereto) or such Prospectus (or
any amendment or supplement thereto), (B) a sale, by such Person, pursuant to a
Shelf Registration Statement, of Registrable Securities during a Suspension
Period, provided that the Company shall have theretofore provided such Person
with a notice of such Suspension Period; or (C) a public sale of Registrable
Securities by such Person without delivery, if required by the Securities Act,
of the most recent applicable Prospectus provided to such Person by the Company
pursuant to Section 3(c); provided,
however, that no Holder shall be liable for any claims hereunder in
excess of the amount of net proceeds received by such Holder from the sale of
Registrable Securities.


(c)           Each indemnified
party shall give notice as promptly as reasonably practicable to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability which it may
have under this Section 4 to the extent that it is not materially
prejudiced by such failure as a result thereof, and in any event shall not
relieve it from any liability which it may have otherwise than on account of
this indemnity agreement.  The
indemnifying party shall assume the defense thereof, including the employment
of counsel 



 15
 









reasonably
satisfactory to such indemnified parties and payment of all fees and
expenses.  The indemnified parties shall
have the right to employ separate counsel in any such action and participate in
the defense thereof, but the fees and expenses of such counsel shall be at the
expense of the indemnified parties unless (i) the employment of such counsel
shall have been specifically authorized in writing by the indemnifying party,
(ii) the indemnifying party shall have failed to assume the defense and employ
counsel or (iii) the named parties to any such action (including any impleaded
parties) include both the indemnified parties and the indemnifying party and
the indemnified parties shall have been advised by such counsel that there may
be one or more legal defenses available to them which are different from or
additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such
action on behalf of the indemnified parties, it being understood, however, that
the indemnifying party shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel) for the indemnified parties, which firm shall be designated
in writing by the indemnified parties and that all such fees and expenses shall
be reimbursed as they are incurred).  No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
in respect of which indemnification or contribution could be sought under this
Section 4 (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent
(i) includes an unconditional written release of each indemnified party
from all liability arising out of such litigation, investigation, proceeding or
claim and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified
party.


(d)           If at any time an
indemnified party shall have validly requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 4(a)(ii) effected without its written
consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement
at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified
party in accordance with such request prior to the date of such settlement.


(e)           In order to provide
for just and equitable contribution in circumstances in which the indemnity
agreement set forth in this Section 4 is for any reason held to be
unenforceable by an indemnified party although applicable in accordance with
its terms, the Company, on the one hand, and the Holders, on the other hand,
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnity agreement incurred by the
Company and the Holders, as incurred; provided,
however, that no Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person that was not guilty of such fraudulent
misrepresentation.  As between the
Company, on the one hand, and the Holders, on the other hand, such parties
shall contribute to such aggregate losses, liabilities, claims, damages and
expenses of the nature 



 16
 









contemplated
by such indemnity agreement in such proportion as shall be appropriate to
reflect the relative fault of the Company, on the one hand, and the Holders, on
the other hand, with respect to the statements or omissions which resulted in
such loss, liability, claim, damage or expense, or action in respect thereof,
as well as any other relevant equitable considerations.  The relative fault of the Company, on the one
hand, and of the Holders, on the other hand, shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, on the one hand, or by or on
behalf of the Holders, on the other, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The Company and
the Holders of the Registrable Securities agree that it would not be just and
equitable if contribution pursuant to this Section 4 were to be determined
by pro rata allocation or by any other method of allocation that does not take
into account the relevant equitable considerations.  For purposes of this Section 4, each
Person, if any, who controls a Holder within the meaning of Section 15 of
the Securities Act shall have the same rights to contribution as such Holder,
and each trustee and officer of the Company and each Person, if any, who
controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to
contribution as the Company.


5.     Underwritten Registration;
Participation Therein.  Notwithstanding any provision of this
Agreement to the contrary, and subject to Section 2(a)(iii) hereof, (a) in
no event will the method of distribution of the Registrable Securities take the
form of an underwritten offering without the prior written consent of the
Company.  No Holder may participate in an
underwritten registration hereunder unless such Holder (i) agrees to sell such
Holder’s Registrable Securities on the basis provided in the underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (ii) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents reasonably required under the terms of such underwriting
arrangements.


(b)           Selection of Underwriters.  The
Holders of Registrable Securities covered by the Shelf Registration Statement
who desire to do so may sell the Securities covered by such Shelf Registration
in an underwritten offering, subject to the provisions of Sections 3(k)
and 5(a) hereof.  In any such
underwritten offering, the underwriter or underwriters and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount or number, as the context requires, of the
Registrable Securities included in such offering;  provided, however, that such underwriters and managers must
be reasonably satisfactory to the Company.


6.     Miscellaneous.


(a)           Rule 144 and Rule 144A. 
For so long as it is subject to the reporting requirements of
Section 13 or 15 of the Exchange Act and any Registrable Securities remain
outstanding, the Company will file the reports required to be filed by it under
the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the
rules and regulations adopted by the SEC thereunder; provided,
however, that if the Company ceases to be so required to file such
reports, it will, upon the request of any Holder of Registrable Securities (a)
make publicly available such information as is necessary to permit sales of its
securities pursuant to Rule 144 under the Securities Act, 



 17
 









(b) deliver
such information to a prospective purchaser as is necessary to permit sales of
its securities pursuant to Rule 144A under the Securities Act, and
(c) take such further action that is reasonable in the circumstances, in
each case, to the extent required from time to time to enable such Holder to
sell its Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (i) Rule 144
under the Securities Act, as such rule may be amended from time to time,
(ii) Rule 144A under the Securities Act, as such rule may be amended
from time to time, or (iii) any similar rules or regulations hereafter
adopted by the SEC.  Upon the request of
any Holder of Registrable Securities, the Company will deliver to such Holder a
written statement as to whether it has complied with such requirements.


(b)           No Inconsistent Agreements.  The Company has not entered into, and
will not enter into, any agreement which is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. 
The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Company’s other issued and outstanding securities under any such agreements.


(c)           Amendments and Waivers.  The
provisions of this Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, without the written consent of the
Company and, unless the Company has obtained the written consent of the Holders
holding at least a majority of the aggregate principal amount of the
Registrable Securities outstanding and affected by such amendment,
modification, supplement, waiver or departure; provided that
no amendment, modification or supplement or waiver or consent to the departure
with respect to the provisions of Section 4 hereof shall be effective as
against any Holder of Registrable Securities unless consented to in writing by
such Holder of Registrable Securities and the Company.  Notwithstanding the foregoing sentence,
(i) this Agreement may be amended, without the consent of any Holder of
Registrable Securities, by written agreement signed by the Company and the
Initial Purchasers, to cure any ambiguity, correct or supplement any provision
of this Agreement that may be inconsistent with any other provision of this
Agreement or to make any other provisions with respect to matters or questions
arising under this Agreement which shall not be inconsistent with other
provisions of this Agreement, (ii) this Agreement may be amended, modified or
supplemented, and waivers and consents to departures from the provisions hereof
may be given, by written agreement signed by the Company and the Initial
Purchasers to the extent that any such amendment, modification, supplement,
waiver or consent is, in their reasonable judgment, necessary or appropriate to
comply with applicable law (including any interpretation of the Staff of the
SEC) or any change therein and (iii) to the extent any provision of this
Agreement relates to the Initial Purchasers, such provision may be amended,
modified or supplemented, and waivers or consents to departures from such
provisions may be given, by written agreement signed by the Initial Purchasers
and the Company.


(d)           Notices.   All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given
by such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 6(d), which address initially is, with respect
to the Initial Purchasers, the address of the Representative set forth in the
Purchase Agreement; and (ii) if to the 



 18
 









Company,
initially at the Company’s address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(d).


All such notices and communications shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt is acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.


(e)           Successors and Assigns.  This
Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of the Initial Purchasers, including, without
limitation and without the need for an express assignment, subsequent Holders; 
provided, however, that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement, the
Indenture relating to the Notes or the declaration of trust of the Company or
any of the circumstances described under the captions “Restrictions on
Ownership of Capital Shares” and “Transfer Restrictions” in the Offering
Memorandum.  If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by
operation of law or otherwise, such Registrable Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Registrable Securities, such Person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof.


(f)            Third Party Beneficiaries.  Each
Holder shall be a third party beneficiary of the agreements made hereunder
between the Company and the Initial Purchasers, and each Initial Purchaser
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.


(g)           Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


(h)           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


(i)            GOVERNING LAW.  THIS
AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE COMMONWEALTH OF MASSACHUSETTS.  THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS.  EACH OF THE PARTIES HERETO AGREES TO SUBMIT
TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF
MASSACHUSETTS IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES 



 19
 









ANY DEFENSE OF
LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT.  EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY
CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.


(j)            Severability.  In the
event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.


(k)           Securities Held by the Company or its Affiliates.  Whenever the consent or approval
of Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or any of its Affiliates
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.


(l)            Termination.  This Agreement and the obligations of the
parties hereunder shall terminate upon the end of the Effectiveness Period,
except for any liabilities or obligations under Section 4 hereof and the
obligations to make payments of and provide for additional interest under
Section 2(e) hereof to the extent such additional interest accrues prior to the
end of the Effectiveness Period and to the extent any overdue additional
interest accrues in accordance with the last paragraph of such Section 2(e),
each of which shall remain in effect in accordance with its terms.


[Signature Page
Follows]



 20
 









IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above. 



	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HOSPITALITY PROPERTIES TRUST

  



 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John G. Murray

  
	
   

  	
   

  	
   

  	
  Name: John G. Murray

  
	
   

  	
   

  	
   

  	
  Title: President

  



 


CONFIRMED AND ACCEPTED, as of the date first above written on behalf of
itself and the Initial Purchasers:


 


MERRILL LYNCH & CO.


MERRILL LYNCH, PIERCE, FENNER & SMITH 


INCORPORATED


	
  By:

  	
  /s/ Alexander Virtue

  	
   

  	
   

  
	
   

  	
  Name: Alexander Virtue

  	
   

  	
   

  
	
   

  	
  Title: Director, Investment Banking

  	
   

  	
   

  



 



 21