Exhibit
4.2


REGISTRATION
RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement” ) is made and entered into as
of March 12, 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 7, 2007 (the “Purchase
Agreement”), among the Company, as the issuer of the 5.625% Senior
Notes Due 2017 (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.


“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.


“Depository” shall mean The
Depository Trust Company, or any other depository appointed by the Issuer, provided, however, that such depository must have an address
in the Borough of Manhattan, in The City of New York.













 


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


“Exchange Notes” shall mean the
5.625% Senior Notes due 2017, issued by the Company under the Indenture
containing terms identical to the Notes in all material respects (except for
references to certain interest rate provisions, restrictions on transfers and
restrictive legends), to be offered to Holders of Notes in exchange for
Registrable Notes pursuant to the Exchange Offer.


“Exchange Offer” shall mean the
exchange offer by the Company of Exchange Notes for Registrable Notes pursuant
to Section 2(a) hereof.


“Exchange Offer Registration”
shall mean a registration under the Securities Act effected pursuant to Section
2(a) hereof.


“Exchange Offer Registration Statement”
shall mean an exchange offer registration statement on Form S-4 (or, if
applicable, on another appropriate form), and all amendments and supplements to
such registration statement, including the Prospectus contained therein, all
exhibits thereto and all documents incorporated by reference therein.


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


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


“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, 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(p) hereof.


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


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


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


“Offering Memorandum” shall mean the final offering
memorandum dated March 7, 2007 of the Company in connection with the offering
of the Notes.


“Participating Broker-Dealer”
shall mean the Representative, each Initial Purchaser and any other
broker-dealer which makes a market in the Notes and exchanges Registrable Notes
in the Exchange Offer for Exchange Notes.



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“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 Notes 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.


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


“Registrable Notes”
shall mean the Notes; provided, however, that
the Notes shall cease to be Registrable Notes 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, (4) such
Notes having ceased to be outstanding or (5) the Exchange Offer is consummated
(except in the case of Notes purchased from the Company and continued to be
held by the Initial Purchasers).


“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 Notes 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 Notes) and compliance with the
rules of the 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,
(vi)  the reasonable fees and expenses of any special experts retained by
the Company in connection with the Shelf Registration Statement, (vii) subject
to Section 2(c), the reasonable fees and expenses of the Initial Purchasers in
connection with the Exchange Offer, including the reasonable fees and 



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expenses of counsel to the Initial Purchasers in
connection therewith, and (viii) subject to Sections 2(c) and 5(a), any
reasonable fees and disbursements of the underwriters customarily required to
be paid by issuers or sellers of securities in connection with any Registration
Statement, but excluding underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of Registrable Notes by a
Holder.


“Registration Statement” shall
mean any registration statement of the Company which covers any of the Exchange
Notes or Registrable Notes pursuant to the provisions of this Agreement, and
all amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.


“SEC” shall mean
the Securities and Exchange Commission.


 “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(b) hereof.


“Shelf Registration Statement”
shall mean a “shelf” registration statement of the Company pursuant to the
provisions of Section 2(b) hereof which covers all of the Registrable
Notes 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.


 “Trustee” shall mean the trustee with
respect to the Notes 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)           Exchange Offer.  The Company shall (A) prepare and, as soon as
reasonably practicable but not later than 90 calendar days following the
Closing Time, file with the SEC an Exchange Offer Registration Statement with
respect to a proposed Exchange Offer and the issuance and delivery to the
Holders, in exchange for the Registrable Notes of each series, a like principal
amount of Exchange Notes of such series, (B) use its reasonable best efforts to
cause the Exchange Offer Registration Statement to be declared effective under
the Securities Act not later than 150 calendar days following the Closing Time,
(C) use its reasonable best efforts to keep the Exchange Offer Registration
Statement effective until the closing of the Exchange Offer and (D) use its
reasonable best efforts to cause the Exchange Offer to be consummated within
180 calendar days following the Closing Time. 
The Exchange Notes will be issued under the Indenture.  Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly as reasonably practicable
commence the Exchange Offer, it being the objective of such Exchange Offer to
enable each Holder eligible and electing to exchange Registrable Notes for
Exchange Notes (assuming that such Holder (a) is not an affiliate of the
Company within the meaning of Rule 405 under the Securities Act, (b) is not a
broker-dealer tendering Registrable 



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Notes acquired directly from the Company for its own
account, (c) acquired the Exchange Notes in the ordinary course of such Holder’s
business and (d) has no arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing the Exchange
Notes) to transfer such Exchange Notes from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.


In connection with the
Exchange Offer, the Company shall:


(i)            mail to each Holder
a copy of the Prospectus forming part of the Exchange Offer Registration
Statement together with an appropriate letter of transmittal and related documents;


(ii)           keep the Exchange
Offer open for acceptance for a period of not less than 20 business days after
the date notice thereof is mailed to the Holders (or longer if required by
applicable law) (such period referred to herein as the “Exchange
Period”);


(iii)          utilize the
services of the Depository for the Exchange Offer;


(iv)          permit Holders to
withdraw tendered Registrable Notes at any time prior to 5:00 p.m. (Eastern
Time) on the last business day of the Exchange Period, by sending to the
institution specified in the notice, a telegram, telex, facsimile transmission
or letter setting forth the name of such Holder, the principal, the principal
amount of Registrable Notes delivered for exchange, and a statement that such
Holder is withdrawing his election to have such Notes exchanged;


(v)           notify each Holder
that any Registrable Notes not tendered will remain outstanding and continue to
accrue interest, but will not retain any rights under this Agreement (except in
the case of the Initial Purchasers and Participating Broker-Dealers as provided
herein); and


(vi)          otherwise comply in
all respects with all applicable laws relating to the Exchange Offer.


As soon as reasonably
practicable after the close of the Exchange Offer, the Company shall:


(1)           accept for exchange
all Registrable Notes duly tendered and not validly withdrawn pursuant to the
Exchange Offer in accordance with the terms of the Exchange Offer Registration
Statement and the letter of transmittal which shall be an exhibit thereto;


(2)           deliver to the
Trustee for cancellation all Registrable Notes so accepted for exchange; and


(3)           cause the Trustee
promptly to authenticate and deliver the respective Exchange Notes to each
Holder of Registrable Notes so accepted for exchange in a principal amount
equal to the principal amount of the Registrable Notes of such Holder so
accepted for exchange.



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The Company shall use its reasonable best efforts to
keep the Exchange Offer Registration Statement effective and to amend and
supplement the Prospectus contained therein, in order to permit such Prospectus
to be lawfully delivered by all Participating Broker-Dealers subject to the
prospectus delivery requirements of the Securities Act for such period of time
as such Participating Broker-Dealers must comply with such requirements in
order to resell the Exchange Notes; provided, however, that (i) such
period shall be the lesser of 90 days after the consummation of the Exchange
Offer and the date on which all Participating Broker-Dealers have sold all
Exchange Notes held by them (unless such period is extended pursuant to Section
3(k) below) and (ii) the Company shall make such Prospectus, and any amendment
or supplement thereto, available to any such Participating Broker-Dealer for
use in connection with any resale of any Exchange Notes for a period of the
lesser of 90 days after the consummation of the Exchange Offer and the date on
which all Participating Broker-Dealers have sold all Exchange Notes held by
them (unless such period is extended pursuant to Section 3(k) below).


Interest on the Exchange Notes of each series will
accrue from the most recent interest payment date to which interest has been
paid on the respective Registrable Notes surrendered in exchange therefor or,
if no interest has been paid on such Registrable Notes, from the date of
original issuance.  The Exchange Offer
shall not be subject to any conditions, other than (i) that the Exchange Offer,
or the making of any exchange by a Holder, does not violate applicable law or
any applicable interpretation of the staff of the SEC, (ii) the due tendering
of Registrable Notes in accordance with the Exchange Offer, (iii) that each
Holder of Registrable Notes exchanged in the Exchange Offer shall have
represented that (A) it is not an affiliate (as defined in Rule 405
under the Securities Act) of the Company or, if it is such an affiliate, it
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (B) all Exchange Notes to be received
by it shall be acquired in the ordinary course of its business and (C) at the
time of the consummation of the Exchange Offer it shall have no arrangement or
understanding with any person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Notes and shall have made such
other representations as may be reasonably necessary under applicable SEC
rules, regulations or interpretations to render the use of Form S-4 or
other appropriate form under the Securities Act available and (iv) that no
action or proceeding shall have been instituted or threatened in any court or
by or before any governmental agency with respect to the Exchange Offer which,
in the judgment of the Company, would reasonably be expected to impair the
ability of the Company to proceed with the Exchange Offer.  The Company shall inform the Initial
Purchasers of the names and addresses of the Holders to whom the Exchange Offer
is made, and the Initial Purchasers shall have the right to contact such
Holders and otherwise facilitate the tender of Registrable Notes in the
Exchange Offer.


(b)           Shelf Registration.  (i) If, because of any changes in law, SEC
rules or regulations or applicable interpretations thereof by the staff of the
SEC, the Company is not permitted to effect the Exchange Offer as contemplated
by Section 2(a) hereof, (ii) if for any other reason (A) the Exchange Offer
Registration Statement is not declared effective within 150 calendar days
following the Closing Time or (B) the Exchange Offer is not consummated within
180 calendar days after the Closing Time (provided that the Company is not then
actively pursuing such effectiveness or consummation, as the case may be),
(iii) upon the written request of the Initial Purchasers with respect to any
Registrable Notes which it acquired directly from the Company or (iv) upon the
written request of any Holder that either (A) is not permitted pursuant to
applicable 



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law, SEC rules and regulations or applicable
interpretations thereof by the staff of the SEC to participate in the Exchange
Offer or (B) participates in the Exchange Offer and does not receive fully
tradable Exchange Notes pursuant to the Exchange Offer (other than due solely
to the status of such Holder as an Affiliate of the Company or as a
broker-dealer), then in case of each of clauses (i) through (iv) the Company
shall, at its cost:


(i)            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 Notes in
accordance with the methods of distribution elected by the Majority Holders
participating in the Shelf Registration and set forth in such Shelf
Registration Statement, as promptly as reasonably practicable but in any event
no later than 180 calendar days after the Closing Time.  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  no later than 180 calendar days
after the Closing Time.  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 Notes by the Holders as
promptly as reasonably practicable after filing thereof, but in any event no
later than 180 calendar days after the Closing Time.


(ii)           Use its reasonable
best efforts to keep the Shelf Registration Statement continuously effective in
order to permit the Prospectus forming part thereof to be usable by Holders for
a period ending on the earliest of (i) two years from the date the Registrable
Notes were originally issued by the Company, (ii) the date on which the
Registrable Notes become eligible for resale without volume limitations
pursuant to Rule 144 under the Securities Act, or (iii)  for such shorter
period that will terminate when all Registrable Notes of each series covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement or under an exemption under the Securities Act or cease
to be outstanding or otherwise to be Registrable Notes.


(iii)          Notwithstanding any
other provisions hereof, use its reasonable best efforts to ensure that (i) any
Shelf Registration Statement and any amendment thereto and any Prospectus
forming part thereof and any supplement thereto complies in all material
respects with the Securities Act and the rules and regulations thereunder, (ii)
any Shelf Registration Statement and any amendment thereto does not, when it
becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any Prospectus forming part of any
Shelf Registration Statement, and any supplement to such Prospectus (as amended
or supplemented from time to time), does not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements, in light of the circumstances under which they were made, not
misleading.


(iv)          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 Notes to be included in the Shelf
Registration.  The Company further agrees
to supplement or 



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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 Notes copies of any such supplement or
amendment promptly after its being used or filed with the SEC.


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


(d)           Effective Shelf Registration Statement. 
An Exchange Offer
Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration
Statement pursuant to Section 2(b) hereof will not be deemed to have become
effective unless it has been declared effective by the SEC; provided, however,
that if, after it has been declared effective, the offering of
Registrable Notes pursuant to a 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 Registration Statement will be deemed
not to have been effective during the period of such interference, until the
offering of Registrable Notes pursuant to such Registration Statement may
legally resume.


(e)           Interest. 
In the event that the Exchange Offer is not consummated and the Shelf
Registration Statement is not declared effective on or prior to the date that
is 180 days after the Closing Time, then the interest rate on the Notes will be
increased by 0.25% per annum on the principal amount of the Notes commencing on
the date that is 180 days after the Closing Time, until the Exchange Offer is
consummated or the Shelf Registration Statement is declared effective by the
SEC; provided, that for each
90-day period that an Exchange Offer is not consummated and a Shelf
Registration Statement is not declared effective, the interest rate on the
Notes will be further increased by 0.25% per annum on the principal amount of
the Notes; provided, however,
that in no event shall the increase in interest on the Notes exceed in the
aggregate 1.00% per annum on the principal amount of the Notes.


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 an Exchange Offer Registration Statement
or Shelf Registration Statement with the SEC on or prior to the filing deadline
or for any such Registration Statement not to be effective at any time.


(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) and
(b) hereof may result in material irreparable injury to the Holders for which
there is no 



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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 Sections 2(a) and
2(b) 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 Notes that are registered under the Shelf Registration Statement at
such time or the approval of the counsel for the holders of Registrable Notes
or the consent of the Initial Purchasers in connection with any underwritten
offering of Registrable Notes, 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 Notes 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 Registration
Statements pursuant to Sections 2(a) and (b) hereof, the Company shall use
its reasonable best efforts to:


(a)           prepare and file
with the SEC a Registration Statement or designate a Shelf Registration
Statement within the relevant time period specified in Section 2 hereof on
the appropriate form under the Securities Act, which form shall (i) be
selected by the Company, (ii) in the case of a Shelf Registration Statement, be
available for the sale of the Registrable Notes 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 Registration Statement to become effective and remain effective in
accordance with Section 2 hereof; provided, however, that, before filing any Shelf
Registration Statement or 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 Notes 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 each Registration
Statement as may be necessary to keep such Registration Statement effective for
the applicable 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) 



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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 applicable period in accordance with the
intended method or methods of distribution by the selling Holders thereof
described in this Agreement;


(c)           in the case of a
Shelf Registration, (i) notify each Holder of Registrable Notes, at least 5
business days prior to filing, that a Shelf Registration Statement with respect
the Registrable Notes is being filed and advising such Holders that the
distribution of Registrable Notes will be made in accordance with the method
selected by the Majority Holders participating in the Shelf Registration, (ii)
furnish to each Holder of Registrable Notes included in the Shelf Registration
Statement and to each underwriter of an underwritten offering of Registrable
Notes, 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 Notes and
(iii) 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 Notes included in the Shelf Registration
Statement in connection with the offering and sale of the Registrable Notes
covered by the Prospectus or any amendment or supplement thereto;


(d)           register or qualify
the Registrable Notes under all applicable state securities or “blue sky” laws
of such jurisdictions as any Holder of Registrable Notes covered by a
Registration Statement and each underwriter of an underwritten offering of
Registrable Notes 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 Notes
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 (A) in respect of a Shelf Registration, the
Representative and each Holder of Registrable Notes included in the Shelf
Registration Statement, its counsel, the underwriters, if any, or (B) any
Participating Broker-Dealer who has notified the Company that it is utilizing
the Exchange Offer Registration Statement as provided in paragraph (f) below,
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 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 Registration Statement or the qualification of the
Registrable Notes 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 period a Shelf Registration 



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is effective, (x) which makes any statement made in
such 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 Registration Statement would be appropriate;


(f)            (A) in the case of
the Exchange Offer Registration Statement (i) include in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution” which section
shall include all information that the Initial Purchasers may reasonably request,
and which shall contain a summary statement of the positions taken or policies
made by the staff of the SEC with respect to the potential “underwriter” status
of any broker-dealer that holds Registrable Notes acquired for its own account
as a result of market-making activities or other trading activities and that
will be the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act) of Exchange Notes to be received by such broker-dealer in the Exchange
Offer, whether such positions or policies have been publicly disseminated by
the staff of the SEC or such positions or policies, in the reasonable judgment
of the Initial Purchasers and their counsel, represent the prevailing views of
the staff of the SEC, including a statement that any such broker-dealer who
receives Exchange Notes for Registrable Notes pursuant to the Exchange Offer
may be deemed a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes, (ii) furnish to each Participating Broker-Dealer who has
delivered to the Company the notice referred to in Section 3(e), without
charge, as many copies of each Prospectus included in the Exchange Offer
Registration Statement, including any preliminary prospectus, and any amendment
or supplement thereto, as such Participating Broker-Dealer may reasonably
request, (iii) hereby consent to the use of the Prospectus forming part of the
Exchange Offer Registration Statement or any amendment or supplement thereto,
by any person subject to the prospectus delivery requirement of the SEC,
including all Participating Broker-Dealers, in connection with the sale or
transfer of the Exchange Notes covered by the Prospectus or any amendment or
supplement thereto, and (iv) include in the transmittal letter or similar
documentation to be executed by an exchange offeree in order to participate in
the Exchange Offer (x) the following provision:


“if the exchange offeree is a broker-dealer holding
Registrable Notes acquired for its own account as a result of market-making
activities or other trading activities, it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of
Exchange Notes received in respect of such Registrable Notes pursuant to the
Exchange Offer;” and


(y) a statement to
the effect that by a broker-dealer making the acknowledgment described in
clause (x) and by delivering a Prospectus in connection with the exchange of
Registrable Notes, the broker-dealer will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act; and


 



 11















 


(B) in the case of
any Exchange Offer Registration Statement, the Company, upon the written
request of a Participating Broker Dealer, agrees to deliver to the
Participating Broker-Dealers upon the effectiveness of the Exchange Offer
Registration Statement (i) an opinion of counsel or opinions of counsel
substantially in the form attached hereto as Exhibit A, (ii) an officers’
certificate substantially in the form customarily delivered in a public
offering of debt securities and (iii) a comfort letter or comfort letters in
customary form if permitted by Statement on Auditing Standards No. 72 of the
American Institute of Certified Public Accounts (“SAS 72”), or if such a
comfort letter is not permitted by SAS 72, an agreed upon procedures letter in
customary form at least as broad in scope and coverage as the comfort letter or
comfort letters delivered to the Initial Purchasers in connection with the
initial sale of the Notes to the Initial Purchasers;


(g)           (i)  in the case of an Exchange Offer, as promptly
as reasonably practicable notify counsel for the Initial Purchasers and (ii) in
the case of a Shelf Registration, as promptly as reasonably practicable notify
counsel for the Holders of Registrable Notes of any request by the SEC or any
state securities authority for amendments or supplements to a Registration
Statement and Prospectus or for additional information;


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


(i)            in the case of a
Shelf Registration, if requested, furnish to each Holder of Registrable Notes
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);


(j)            subject to
applicable restrictions under securities or other laws, in the case of a Shelf
Registration, reasonably cooperate with the selling Holders of Registrable
Notes to facilitate the timely preparation and delivery of certificates
representing Registrable Notes 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 Notes pursuant to the Shelf Registration Statement;


(k)           in the case of a
Shelf Registration Statement, as promptly as reasonably practicable after the
occurrence of any event specified in Section 3(e)(ii), 3(e)(iii), 3(e)(v),
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 Notes or Participating Broker-Dealers,
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 Notes 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, upon notice
thereof, 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;



 12
 









 


(l)            obtain a CUSIP
number of all Exchange Notes or Registrable Notes, as the case may be, not
later than the effective date of a Registration Statement, and provide the
Trustee with printed certificates for the Exchange Notes or the Registrable Notes,
as the case may be, in a form eligible for deposit with the Depository;


(m)          cause the Indenture
to be qualified under the Trust Indenture Act of 1939, as amended, (the “TIA”)
in connection with the registration of the Exchange Notes or Registrable Notes,
as the case may be, (ii) reasonably cooperate with the Trustee and the Holders
to effect such changes to the Indenture as may be required for the Indenture to
be so qualified in accordance with the terms of the TIA and (iii) execute, and
use its reasonable best efforts to cause the Trustee to execute, all documents
as may be required to effect such changes, and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in
a timely manner;


(n)           subject to Section 5
hereof, in the case of a Shelf Registration, 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 Notes in order to expedite or facilitate the registration or the
disposition of the Registrable Notes;


(o)           in the case of a
Shelf Registration, 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 Notes 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 Notes covered
thereby: (i) make such representations and warranties to Holders of such
Registrable Notes 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 Notes 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 



 13
 









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 Notes 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;


(p)           make reasonably
available for inspection by any selling Holder of Registrable Notes who
certifies to the Company that it has a current intention to sell Registrable
Notes pursuant to the Shelf Registration, any underwriter participating in any
such disposition of Registrable Notes, 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 Notes 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
Notes 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;


(q)           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 Notes 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 



 14
 









the first fiscal quarter of the Company after the date
of effectiveness of the applicable Registration Statement, which statements
shall cover said twelve-month periods, provided that the obligations under this
Section 3(q) shall be satisfied by the timely filing of quarterly and
annual reports on Forms 10-Q and 10-K under the Exchange Act;


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


(s)           upon consummation of
an Exchange Offer, obtain such opinion of counsel to the Company addressed to
the Trustee as may be required by the Indenture;


(t)            in the case of a
Shelf Registration Statement, the Company may require each seller of
Registrable Notes 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 Notes 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 Notes of a seller who so fails to furnish
such information.


In the case of a Shelf Registration Statement, 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 Notes pursuant to a Shelf Registration Statement until such Holder’s
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(k) 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 Notes current at the
time of receipt of such notice.


4.     Indemnification and
Contribution.  (a) 
The Company hereby agrees to indemnify and hold harmless the Initial
Purchasers, each Holder, each Participating Broker-Dealer, each underwriter who
participates in an offering of the Registrable Notes, 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 Registration Statement (or any amendment thereto) pursuant to
which Exchange Notes or Registrable Notes were registered under the Securities
Act 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;



 15
 









 


(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


(iii)          against any and all
expenses whatsoever, as incurred (including, without limitation, the reasonable
fees and disbursements of counsel chosen by any indemnified party as provided
herein), 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, Participating Broker-Dealer 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 Notes by such Person during a
period during which the Company has delivered the notice set forth in Section
3(t).


(b)           Each Initial
Purchaser, each Holder, each Participating Broker-Dealer and each 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), each other Initial Purchaser, each other
Participating Broker-Dealer, each other underwriter and each other Holder, and
each of their respective directors and officers, and each Person, if any, who
controls the Company, any Initial Purchaser, any underwriter, any Participating
Broker-Dealer or any other Holder 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, Participating Broker-Dealer or
underwriter, respectively, 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 Notes during a period during which the
Company has delivered the notice set forth in Section 3(t) or (C) a public sale
of Registrable Notes 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, 



 16
 









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 Notes.


(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 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.


 



 17














 


(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, then each indemnifying party shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
such indemnity agreement incurred by such indemnified party, as incurred, in
such proportion as shall be appropriate to reflect the relative fault of the
indemnifying party or parties on the one hand and of the indemnified party or
parties on the other hand with respect to the statements or omissions which
resulted in such loss, liability, claim, damage or expense, as well as any
other relevant equitable considerations; 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. The relative fault of such indemnifying party or
parties, on the one hand, and of the indemnified party or parties, 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
such indemnifying party or parties or indemnified party or parties, 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 Notes 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.  (a)
Notwithstanding any provision of this Agreement to the contrary, in no
event will the method of distribution of the Registrable Notes 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 Notes 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 Notes covered by the Shelf Registration Statement who
desire to do so may sell the Notes covered by such Shelf Registration in an
underwritten offering, subject to the provisions of Sections 3(o) 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 Notes included in such offering;  provided,
however, that such underwriters and managers must be reasonably
satisfactory to the Company.



 18
 








 


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 Notes 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 Notes (a) make
publicly available such information as is necessary to permit sales of its
securities pursuant to Rule 144 under the Securities Act, (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 Notes 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 Notes, 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 Notes 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 Notes 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 Notes unless consented to in writing by such
Holder of Registrable Notes and the Company. 
Notwithstanding the foregoing sentence, (i) this Agreement may be
amended, without the consent of any Holder of Registrable Notes, 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 



 19
 








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
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 Notes 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 caption “Transfer Restrictions” in the Offering
Memorandum.  If any transferee of any
Holder shall acquire Registrable Notes, in any manner, whether by operation of
law or otherwise, such Registrable Notes shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Notes, 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 



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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
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 Notes is required
hereunder, Registrable Notes 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.


[Signature Page
Follows]



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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

  	
   

  	
   

  



 



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