Exhibit 4.1






 


SUPPLEMENTAL INDENTURE NO. 11


by and between


HOSPITALITY PROPERTIES TRUST


and


U.S.
BANK NATIONAL ASSOCIATION,


as Trustee


as of March 12, 2007


SUPPLEMENTAL TO THE INDENTURE DATED AS OF FEBRUARY 25, 1998


________________________


HOSPITALITY PROPERTIES TRUST


5.625% Senior Notes due 2017


________________________




















 


This SUPPLEMENTAL INDENTURE NO.
11 (this “Supplemental Indenture”)
made and entered into as of March 12, 2007 between HOSPITALITY PROPERTIES
TRUST, a Maryland real estate investment trust (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national
banking association, as Trustee (the “Trustee”).


WITNESSETH THAT:


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


WHEREAS, the Company has
determined to issue debt securities known as its 5.625% Senior Notes due 2017;
and


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


NOW, THEREFORE, THIS
SUPPLEMENTAL INDENTURE WITNESSETH:


ARTICLE
1


DEFINED
TERMS


Section 1.1             Terms Defined in Indenture.  Capitalized terms used herein and not defined
herein have the meanings ascribed to such terms in the Indenture.


Section 1.2             Supplemental Definitions.  The following definitions supplement, and, to
the extent inconsistent with, replace the definitions in Section 101 of the
Indenture.


“Acquired Debt” means Debt of a Person (i) existing at the
time such Person becomes a Subsidiary or (ii) assumed in connection with the
acquisition of assets from such Person, in each case, other than Debt incurred
in connection with, or in contemplation of, such Person becoming a Subsidiary
or such acquisition.  Acquired Debt shall
be deemed to be incurred on the date of the related acquisition of assets from
any Person or the date the acquired Person becomes a Subsidiary.


“Additional Notes” has the meaning provided in
Section 2.1(b) hereof.


“Additional Interest” has the meaning specified for in
Section 2(e), titled “Interest,”
in the Registration Rights Agreement.


“Adjusted Total Assets” has the meaning provided in
clause (i) of Section 3.1(a) hereof.


“Annual Debt Service” as of any date means the maximum amount
which is expensed in any 12-month period for interest on Debt of the Company
and its Subsidiaries.













 


“Business Day” means any day other than a Saturday or Sunday
or a day on which banking institutions in The City of New York or in the city in
which the Corporate Trust Office of the Trustee is located are required or
authorized to close.


“Capital Stock” means, with respect to any Person, any
capital stock (including preferred stock), shares, interests, participation or
other ownership interests (however designated) of such Person and any rights
(other than debt securities convertible into or exchangeable for capital
stock), warrants or options to purchase any thereof.


“Consolidated Income Available for Debt Service” for any
period means Earnings from Operations of the Company and its Subsidiaries plus
amounts which have been deducted, and minus amounts which have been added, for
the following (without duplication): (i) interest on Debt of the Company and
its Subsidiaries, (ii) cash reserves made by lessees as required by the
Company’s leases for periodic replacement and refurbishment of the Company’s
assets, (iii) provision for taxes of the Company and its Subsidiaries based on
income, (iv) amortization of debt discount and deferred financing costs, (v)
provisions for gains and losses on properties and property depreciation and
amortization, (vi) the effect of any noncash charge resulting from a change in
accounting principles in determining Earnings from Operations for such period
and (vii) amortization of deferred charges.


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


“Debt” of the Company or any Subsidiary means, without
duplication, any indebtedness of the Company or any Subsidiary, whether or not
contingent, in respect of (i) borrowed money or evidenced by bonds, notes,
debentures or similar instruments, (ii) indebtedness for borrowed money secured
by any Encumbrance existing on property owned by the Company or any Subsidiary,
to the extent of the lesser of (x) the amount of indebtedness so secured and
(y) the fair market value of the property subject to such Encumbrance, (iii) the
reimbursement obligations, contingent or otherwise, in connection with any
letters of credit actually issued (other than letters of credit issued to
provide credit enhancement or support with respect to other indebtedness of the
Company or any Subsidiary otherwise reflected as Debt hereunder) or amounts
representing the balance deferred and unpaid of the purchase price of any
property or services, except any such balance that constitutes an accrued
expense or trade payable, or all conditional sale obligations or obligations
under any title retention agreement, (iv) the principal amount of all
obligations of the Company or any Subsidiary with respect to redemption,
repayment or other repurchase of any Disqualified Stock, or (v) any lease of
property by the Company or any Subsidiary as lessee which is reflected on the
Company’s consolidated balance sheet as a capitalized lease in accordance with
GAAP, to the extent, in the case of items of indebtedness under (i) through
(iii) above, that any such items (other than letters of credit) would appear as
a liability on the Company’s consolidated balance sheet in accordance with
GAAP, and also includes, to the extent not otherwise included, any obligation
by the Company or any Subsidiary to be liable for, or to pay, as obligor,
guarantor or otherwise (other than for purposes of collection in the ordinary
course of business), Debt of another Person (other than the Company or any
Subsidiary) (it being understood that Debt shall be deemed to be



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incurred by the Company or any
Subsidiary whenever the Company or such Subsidiary shall create, assume,
guarantee or otherwise become liable in respect thereof).


“Depositary” has the meaning provided in Section 2.1(d)
hereof.


“Disqualified Stock” means, with respect to any Person, any
Capital Stock of such Person which by the terms of such Capital Stock (or by
the terms of any security into which it is convertible or for which it is
exchangeable or exercisable), upon the happening of any event or otherwise (i)
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise (other than Capital Stock which is redeemable solely in exchange for
common stock or shares), (ii) is convertible into or exchangeable or
exercisable for Debt or Disqualified Stock, or (iii) is redeemable at the
option of the Holder thereof, in whole or in part (other than Capital Stock
which is redeemable solely in exchange for common stock or shares), in each
case on or prior to the stated maturity of the Notes.


“Earnings from Operations” for any period means net earnings
excluding gains and losses on sales of investments, extraordinary items, gains
and losses from early extinguishment of debt and property valuation losses, as
reflected in the financial statements of the Company and its Subsidiaries for
such period, determined on a consolidated basis in accordance with GAAP.


“Encumbrance” means any mortgage, lien, charge, pledge or
security interest of any kind.


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


“Interest Payment Date” has the meaning provided in
Section 2.1(e) hereof.


“Make-Whole Amount”
means, in connection with any optional
redemption or accelerated payment of any Notes prior to September 15,
2016, the excess, if any, of (i) the aggregate present value as of the date of
such redemption or accelerated payment of each dollar of principal being
redeemed or paid and the amount of interest (exclusive of interest accrued to
the date of redemption or accelerated payment) that would have been payable in
respect of such dollar if such redemption or accelerated payment had been made
on September 15, 2016, determined by discounting, on a semiannual basis,
such principal and interest at the Reinvestment Rate (determined on the third
Business Day preceding the date such notice of redemption is given or
declaration of acceleration is made) from the respective dates on which such
principal and interest would have been payable if such redemption or
accelerated payment had been made on September 15, 2016, over (ii) the
aggregate principal amount of the Notes being redeemed or paid.  In the case of any redemption or accelerated
payment of notes on or after September 15, 2016, the Make-Whole Amount
means zero. For purposes of this Supplemental Indenture and the Notes,
references in the Indenture to the payment of the principal (and premium, if
any) and interest on the Notes shall be deemed to include the payment of the
Make-Whole Amount, if any, due upon redemption with respect to the Notes.  The Make-



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Whole Amount shall be calculated by the Company and
set forth in an Officer’s Certificate delivered to the Trustee, and the Trustee
shall be entitled to rely on said Officer’s Certificate.


“Notes” means the Company’s 5.625% Senior Notes due 2017,
issued under this Supplemental Indenture and the Indenture, as amended or
supplemented from time to time.


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


“Registration Rights Agreement” means the Registration Rights
Agreement, dated as of March 12, 2007, among the Company and Merrill
Lynch, Pierce, Fenner & Smith Incorporated for itself and as representative
of the other initial purchasers identified therein, as amended from time to time in accordance with its terms.


“Regular Record Date” has the meaning provided in
Section 2.1(e) hereof.


“Reinvestment Rate” means a rate per annum equal to the sum of
0.20% (twenty one hundredths of a percent) plus the yield on treasury
securities at constant maturity under the heading “Week Ending” published in
the Statistical Release under the caption “Treasury Constant Maturities” for
the maturity (rounded to the nearest month) corresponding to the remaining life
to maturity (which, the case of maturities corresponding to the principal and
interest due on the notes at their maturity, shall be deemed to be
September 15, 2016), as of the payment date of the principal being
redeemed or paid.  If no maturity exactly
corresponds to such maturity, yields for the two published maturities most
closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding in each of
such relevant periods to the nearest month. 
For purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Amount
shall be used.


“Restricted Securities” has the meaning provided in
Section 4.3(a) hereof.


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


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


“Secured Debt” means Debt secured by any mortgage, lien,
charge, pledge or security interest of any kind.


“Statistical Release” means the statistical release
designated “H.15(519)” or any successor publication which is published weekly
by the Federal Reserve System and which establishes yields on actively traded
United States government securities adjusted to constant maturities or, if such
statistical release is not published at the time of any determination under
this Supplemental Indenture, then any publicly available source of similar
market data which shall be designated by the Company.



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“Subsidiary” means any corporation or other entity of which a
majority of (i) the voting power of the voting equity securities or (ii) the
outstanding equity interests of which are owned, directly or indirectly, by the
Company or one or more other Subsidiaries of the Company.  For the purposes of this definition, “voting
equity securities” means equity securities having voting power for the election
of directors, whether at all times or only so long as no senior class of
security has such voting power by reason of any contingency.


“Total Assets” as of any date means the sum of (i) the
Undepreciated Real Estate Assets and (ii) all other assets of the Company and
its Subsidiaries determined in accordance with GAAP (but excluding accounts
receivable and intangibles).


“Total Unencumbered Assets” means the sum of (i) those
Undepreciated Real Estate Assets not subject to an Encumbrance for borrowed
money and (ii) all other assets of the Company and its Subsidiaries not subject
to an Encumbrance for borrowed money determined in accordance with GAAP (but
excluding accounts receivable and intangibles).


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


“Undepreciated Real Estate Assets” as of any date means the
cost (original cost plus capital improvements) of, real estate assets of the
Company and its Subsidiaries on such date, before depreciation and amortization
determined on a consolidated basis in accordance with GAAP.


“Unsecured Debt” means Debt which is not secured by any of
the properties of the Company or any Subsidiary.


ARTICLE
2


TERMS
OF THE NOTES


Section 2.1             Creation of Series of Securities;
Terms of Notes.  Pursuant to Section
301 of the Indenture, the Notes shall have the following terms and conditions:


(a)   Title.  The Notes
shall be Registered Securities under the Indenture and shall be known as the
Company’s “5.625% Senior Notes due 2017.”


(b)   Aggregate Principal Amount.  The
aggregate principal amount of Notes which may be authenticated and delivered
under this Supplemental Indenture is initially limited in aggregate principal
amount to $300,000,000, except as otherwise permitted by the provisions of the
Indenture; provided that the Company may from time to time, without the consent
of the Holders of the Notes, increase the principal amount of the Notes by
issuing additional Securities in the future (the “Additional Notes”)
having the same terms and ranking equally and ratably with the Notes in all
respects and with the same CUSIP number as the Notes, except for the difference
in the issue price and interest accrued prior to the issue date of such
Additional Notes, provided that such Additional Notes constitute part of the
same issue as the Notes for U.S. federal income tax purposes.  Any Additional Notes will be treated as a
single series with the Notes under the Indenture and shall have the same terms
as to status, redemption and otherwise



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as the Notes. 
The parties acknowledge that certain of the Additional Notes are
intended by the Company to constitute the “Exchange Notes” referred to in the
Registration Rights Agreement.


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


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


So long as the Depositary or its nominee is the
registered owner of a Global Note, the Depositary or its nominee, as the case
may be, will be considered the sole Holder of the Notes represented by such
Global Note for all purposes under the Indenture and this Supplemental
Indenture, and the beneficial owners of the Notes will be entitled only to
those rights and benefits afforded to them in accordance with the Depositary’s
regular operating procedures.  Except as
provided below, owners of beneficial interests in a Global Note will not be
entitled to have Notes registered in their names, will not receive or be
entitled to receive physical delivery of Notes in certificated form and will
not be considered the registered owners or Holders thereof under the Indenture
or this Supplemental Indenture.


If (i) the Depositary is at any time unwilling or
unable to continue as depository or if at any time the Depositary ceases to be
a clearing agency registered under the Exchange Act and a successor depository
is not appointed by us within 90 days, (ii) an Event of Default relating to the
Notes has occurred and is continuing and the beneficial owners representing a
majority in principal amount of Notes advise the Depositary to cease acting as
depository for the Notes or (iii) the Company, in its sole discretion,
determines at any time that the Notes shall no longer be represented by a
Global Note, the Company will in accordance with the Indenture issue individual
Notes in certificated form of the same series and like tenor and in the
applicable principal amount in exchange for the Notes represented by the Global
Note.  In any such instance, an owner of
a beneficial interest in a Global Note will be entitled to physical delivery of
individual Notes in certificated form of the same series and like tenor, equal
in principal amount to such beneficial interest and to have the Notes in
certificated form registered in its name.



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Notes so issued in certificated form will be issued in
denominations of $1,000 or any integral multiple thereof and will be issued in
registered form only, without coupons.


(e)   Interest and Interest Rate. 
The Notes will bear interest at a rate of 5.625% per annum, from
March 12, 2007 (or, in the case of Additional Notes, as provided in
Section 2.1(b) above) or from the immediately preceding Interest Payment
Date to which interest has been paid or duly provided for, payable
semi-annually in arrears on March 15 and September 15 of each year,
commencing September 15, 2007, or if such day is not a Business Day, on
the next succeeding Business Day (each of which shall be an “Interest Payment Date”), to the Persons in
whose names the Notes are registered in the Security Register at the close of
business on the day falling 14 calendar days immediately preceding the
applicable Interest Payment Date (whether or not a Business Day), as the case
may be (each, a “Regular Record Date”).


(f)    Principal Repayment; Currency.  The stated maturity of the Notes is
March 15, 2017; provided, however, the Notes may be earlier redeemed at
the option of the Company as provided in paragraph (g) below.  The principal of each Note payable on its
maturity date shall be paid against presentation and surrender thereof at the
Corporate Trust Office of the Trustee, in such coin or currency of the United
States of America as at the time of payment is legal tender for the payment of
public or private debts.  The Company
will not pay Additional Amounts on the Notes.


(g)   Redemption at the Option of the Company. The Notes will be subject to redemption
at any time at the option of the Company, in whole or in part, upon not less
than 30 nor more than 60 days’ notice to each Holder of Notes to be redeemed at
its address appearing in the Security Register, at a price equal to the sum of
(i) the principal amount of the Notes being redeemed, plus accrued and unpaid
interest (including Additional Interest, if
any) to but excluding the applicable Redemption Date, plus (ii) the
Make-Whole Amount, if any. If the notes are redeemed on or after
September 15, 2016, the Make-Whole Amount means zero.


(h)   Notices.  All notices
and other communications hereunder shall be in writing and shall be deemed to
have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Company shall be directed to it at 400 Centre
Street, Newton, Massachusetts 02458, Attention: 
President; notices to the Trustee shall be directed to it at One Federal
Street, 3rd Floor, Boston, Massachusetts 02110, Attention: Corporate Trust
Department, Re: Hospitality Properties Trust 5.625% Senior Notes due 2017, or
as to either party, at such other address as shall be designated by such party
in a written notice to the other party.


(i)    Global Note Legend. 
Each Global Note shall bear the following legend on the face thereto and
any other appropriate legends specified in an Officers’ Certificate:


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC



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AND ANY PAYMENT IS MADE
TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


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


(j)    Applicability of Discharge, Defeasance and Covenant Defeasance
Provisions.  The Discharge, Defeasance
and Covenant Defeasance provisions in Article Fourteen of the Indenture will
not apply to the Notes.


ARTICLE
3


ADDITIONAL
COVENANTS


Section 3.1             Additional Covenants of the
Company.  In addition to the
covenants of the Company set forth in Article Ten of the Indenture, for the
benefit of the Holders of the Notes:


(a)   Limitations on Incurrence of Debt.


(i)            The Company will
not, and will not permit any Subsidiary to, incur any Debt if, immediately
after giving effect to the incurrence of such additional Debt and the
application of the proceeds thereof, the aggregate principal amount of all
outstanding Debt of the Company and its Subsidiaries on a consolidated basis
determined in accordance with GAAP is greater than 60% of the sum (“Adjusted Total Assets”) of (without
duplication) (i) the Total Assets of the Company and its Subsidiaries as of the
end of the calendar quarter covered in the Company’s Annual Report on Form
10-K, or the Quarterly Report on Form 10-Q, as the case may be, most recently
filed with the Securities and Exchange Commission (or, if such filing is not
permitted under the Securities Exchange Act of 1934, as amended, with the
Trustee) prior to the incurrence of such additional Debt and (ii) the purchase
price of any real estate assets or mortgages receivable acquired, and the
amount of any securities offering proceeds received (to the extent that such
proceeds were not used to acquire real estate assets or mortgages receivable or
used to reduce Debt), by the Company or any Subsidiary since the end of such
calendar quarter, including those proceeds obtained in connection with the
incurrence of such additional Debt.


(ii)           In addition to the
foregoing limitations on the incurrence of Debt, the Company will not, and will
not permit any Subsidiary to, incur any Secured Debt if,



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immediately
after giving effect to the incurrence of such additional Secured Debt and the
application of the proceeds thereof, the aggregate principal amount of all
outstanding Secured Debt of the Company and its Subsidiaries on a consolidated
basis is greater than 40% of Adjusted Total Assets.


(iii)          In addition to the
foregoing limitations on the incurrence of Debt, the Company will not, and will
not permit any Subsidiary to, incur any Debt if the ratio of Consolidated
Income Available for Debt Service to the Annual Debt Service for the four
consecutive fiscal quarters most recently ended prior to the date on which such
additional Debt is to be incurred shall have been less than 1.5 to 1.0, on a
pro forma basis after giving effect thereto and to the application of the
proceeds therefrom, and calculated on the assumption that (A) such Debt and any
other Debt incurred by the Company and its Subsidiaries since the first day of
such four-quarter period and the application of the proceeds therefrom,
including to refinance other Debt, had occurred at the beginning of such
period; (B) the repayment or retirement of any other Debt by the Company and
its Subsidiaries since the first date of such four-quarter period had been repaid
or retired at the beginning of such period (except that, in making such
computation, the amount of Debt under any revolving credit facility shall be
computed based upon the average daily balance of such Debt during such period);
(C) in the case of Acquired Debt or Debt incurred in connection with any
acquisition since the first day of such four-quarter period, the related
acquisition had occurred as of the first day of such period with appropriate
adjustments with respect to such acquisition being included in such pro forma
calculation; and (D) in the case of any acquisition or disposition by the
Company or its Subsidiaries of any asset or group of assets since the first day
of such four-quarter period, whether by merger, stock purchase or sale, or
asset purchase or sale, such acquisition or disposition or any related
repayment of Debt had occurred as of the first day of such period with the
appropriate adjustments with respect to such acquisition or disposition being
included in such pro forma calculation. If the Debt giving rise to the need to
make the foregoing calculation or any other Debt incurred after the first day
of the relevant four-quarter period bears interest at a floating rate then, for
purposes of calculating the Annual Debt Service, the interest rate on such Debt
shall be computed on a pro forma basis as if the average interest rate which
would have been in effect during the entire such four-quarter period had been
the applicable rate for the entire such period.


(b)   Maintenance of Total Unencumbered Assets.  The Company and its Subsidiaries will
maintain at all times Total Unencumbered Assets of not less than 150% of the
aggregate outstanding principal amount of the Unsecured Debt of the Company and
its Subsidiaries on a consolidated basis.


ARTICLE
4


OTHER
PROVISIONS


Section 4.1             Events of Default.


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



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Default” if a default under any bond,
debenture, note or other evidence of indebtedness of the Company (including a
default with respect to any other series of securities), or under any mortgage,
indenture or other instrument of the Company under which there may be issued or
by which there may be secured or evidenced any indebtedness for money borrowed
by the Company (or by any Subsidiary, the repayment of which the Company has
guaranteed or for which the Company is directly responsible or liable as
obligor or guarantor) having an aggregate principal amount outstanding of at
least $20,000,000, whether such indebtedness now exists or shall hereafter be
incurred or created, which default shall have resulted in such indebtedness
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, without such indebtedness having been
discharged or such acceleration having been rescinded or annulled within a
period of ten days after there shall have been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the outstanding Notes, a written
notice specifying such default and requiring the Company to cause such
indebtedness to be discharged or cause such acceleration to be rescinded or
annulled and stating that such notice is a “Notice of Default” hereunder.


(b)   Notwithstanding any provisions to the contrary in the Indenture,
upon any acceleration of the Notes under Section 502 of the Indenture, the
amount immediately due and payable in respect of the Notes shall equal the
Outstanding principal amount thereof, plus accrued and unpaid interest
(including Additional Interest, if any) thereon, plus, if such acceleration
occurs prior to September 15, 2016, the Make-Whole Amount.


Section 4.2             Modifications.


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


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


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


“(10) to supplement any of the provisions of
this Indenture to such extent as shall be necessary to facilitate the discharge
of the Notes pursuant to Section 401; provided that any such action shall
not adversely affect the interests of the Holders of Notes in any material respect;
or”.


Section 4.3             Restrictions
on Transfer.


(a)   Every
Note (and all Notes issued in exchange therefor or in substitution thereof)
that bears or is required under this Section 4.3(a) to bear the legend set
forth in this Section 4.3(a) (the “Restricted
Securities”) shall be subject to the restrictions on transfer set
forth in this Section 4.3(a) (including those set forth in the legend
below) unless such restrictions on transfer shall be waived by written consent
of the Company, and the Holder of each such Restricted Security, by such Holder’s
acceptance thereof, agrees to be bound by all such restrictions on
transfer.  As used in this
Section 4.3(a), the term “transfer”
means any sale,



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pledge, loan, transfer or other disposition whatsoever of any Restricted
Security or any interest therein.


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


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


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


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


(3)          AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED (OTHER THAN A
TRANSFER PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE
EFFECT OF



 11
 









 


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


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


Any Notes that are Restricted Securities and as to
which such restrictions on transfer shall have expired in accordance with their
terms or as to conditions for removal of the foregoing legend set forth therein
have been satisfied may, upon surrender of such Note for exchange to the
Securities Registrar in accordance with the provisions of this
Section 4.3, be exchanged for a new Note or Notes, of like tenor and
aggregate principal amount, which shall not bear the restrictive legend required
by this Section 4.3(a).  If such
Restricted Security surrendered for exchange is represented by a Global Note
bearing the legend set forth in this Section 4.3(a), the principal amount
of the legended Global Note shall be reduced by the appropriate principal
amount and the principal amount of a Global Note



 12
 









 


without the legend set
forth in this Section 4.3(a) shall be increased by an equal principal
amount.  If a Global Note without the
legend set forth in this Section 4.3(a) is not then Outstanding, the Issuer
shall execute and the Trustee shall authenticate and deliver an unlegended
Global Note to the Depositary.


In the event Rule 144(k) under the Securities Act (or
any successor provision) is amended to shorten the two year period under Rule
144(k), then, the references in the restrictive legends set forth above to “TWO
YEARS,” and in the corresponding transfer restrictions described above, and in
the Notes will be deemed to refer to such shorter period, from and after
receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel to
that effect.  As soon as reasonably
practicable after the Company knows of the effectiveness of any such amendment
to shorten the two year period under Rule 144(k), unless such changes would
otherwise be prohibited by, or would otherwise cause a violation of, the
federal securities laws applicable at the time, the Company will provide to the
Trustee an Officers’ Certificate and an Opinion of Counsel as to the
effectiveness of such amendment and the effectiveness of such change to the
restrictive legends and transfer restrictions.


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


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


Section 4.4             Rule
144A Information Requirement.  Within
the period prior to the expiration of the holding period applicable to sales
thereof under Rule 144(k) under the Securities Act (or any successor
provision), the Company covenants and agrees that it shall, during any period
in which it is not subject to Section 13 or 15(d) under the Exchange Act,
make available to any Holder or beneficial owner of Notes which continue to be
Restricted Securities in connection with any sale thereof and any prospective
purchaser of Notes designated by such Holder or beneficial owner, the
information required pursuant to Rule 144A(d)(4) under the Securities Act
upon the request of any Holder or beneficial owner of the Notes, all to the
extent required to enable such Holder or beneficial owner to sell its Notes
without registration under the Securities Act within the limitation of the
exemption provided by Rule 144A.


Section 4.5             Additional
Interest Notice.  In the event that
the Company is required to pay Additional Interest to Holders of Notes pursuant
to the Registration Rights Agreement, the Company will provide written notice
to the Trustee of its obligation to pay Additional Interest no later than
fifteen (15) calendar days prior to the proposed payment date for Additional
Interest,



 13
 









 


and such notice shall set forth the amount of Additional Interest to be
paid by the Company on such payment date. 
The Trustee shall not at any time be under any duty or responsibility to
any Holder of Notes to determine the Additional Interest, or with respect to
the nature, extent or calculation of the amount of Additional Interest when
made, or with respect to the method employed in such calculation of the Additional
Interest.


ARTICLE
5


EFFECTIVENESS


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


ARTICLE
6


MISCELLANEOUS


Section 6.1             Separability.  In the event any provision of this
Supplemental Indenture shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof or any provision of the Indenture.


Section 6.2             Construction of Terms.  To the extent that any terms of this
Supplemental Indenture or the Notes are inconsistent with the terms of the
Indenture, the terms of this Supplemental Indenture or the Notes shall govern
and supersede such inconsistent terms.


Section 6.3             Effect
of Headings. The Section
headings herein are for convenience only and shall not affect the construction
hereof.


Section 6.4             Governing Law.  This Supplemental Indenture shall be governed
by and construed in accordance with the laws of The Commonwealth of
Massachusetts.


Section 6.5             Counterparts.  This Supplemental Indenture may be executed
in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.


[Signature Page Follows]



 14
 









 


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


HOSPITALITY PROPERTIES TRUST


By:
/s/ John G. Murray

Name:  John G. Murray

Title:    President


U.S. BANK NATIONAL ASSOCIATION,
as

Trustee


By:
/s/ James P. Freeman

Name:   James P. Freeman

Title:    Vice President



 15















EXHIBIT A


(Face of Note)


[Include
only for Global Notes]


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


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


[Include only
for Notes that are Restricted Securities]


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


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


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



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


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


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


5.625% Senior Note due 2017


No.                                                                                                                                                                     $_______________


HOSPITALITY PROPERTIES TRUST


promises to pay to _______________________________________ or registered
assigns, the principal sum of ______________________ ($_______) on March 15, 2017, subject to the terms
set forth on the reverse of this Note and the terms of the Indenture referred
to therein.


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



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Record Dates:  The day falling 14
calendar days prior to any Interest Payment Date.


	
  CUSIP No: 

  	
   

  	
   

  	
   

  
	
  ISIN No: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HOSPITALITY PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


CERTIFICATE
OF AUTHENTICATION


Dated:


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


U.S. BANK NATIONAL ASSOCIATION, as Trustee


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  



 



 A-3















[THE FOLLOWING CONSTITUTES THE REVERSE OF THE SECURITY]

HOSPITALITY PROPERTIES TRUST


5.625% Senior Note due 2017


Capitalized terms used herein
have the meanings assigned to them in the Indenture (as defined below) unless
otherwise indicated.


1.             Interest.  Hospitality Properties Trust, a Maryland real
estate investment trust (the “Company”), promises to pay interest on the
principal amount of this Note at the rate and in the manner specified below.


The Company shall pay in cash
interest on the principal amount of the Notes at the rate per annum of
5.625%.  The Company will pay interest
semi-annually in arrears on March 15 and September 15 of each year,
beginning on September 15, 2007, or if any such day is not a Business Day,
on the next succeeding Business Day (each an “Interest
Payment Date”), to Holders of record on the day falling 14 calendar
days immediately preceding such Interest Payment Date (whether or not a
Business Day).


Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months.  Interest shall accrue from the most recent
date to which interest on the Notes has been paid or, if no interest has been
paid, from March 12, 2007.


2.             Method
of Payment.  The Company will pay
interest on the Notes (except defaulted interest) to the Persons who are
registered Holders of Notes at the close of business on the record date next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date.  The Company will pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts.  The
Company, however, may pay principal, premium, if any, and interest by check
payable in such money.  It may mail an
interest check to a Holder’s registered address.


3.             Indenture.  The Company issued the Notes under an
Indenture dated as of February 25, 1998 and Supplemental Indenture
No. 11 dated as of March 12, 2007 (collectively, the “Indenture”) between the Company and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as in effect on the date of the Indenture and Holders of
the Notes are referred to the Indenture and such Act for a statement of such
terms.  The terms of the Indenture shall
govern any inconsistencies between the Indenture and the Notes.  The Notes are senior unsecured general
obligations of the Company initially issued in an aggregate principal amount of
$300,000,000.


4.             Optional
Redemption.  The Notes will be
subject to redemption at any time at the option of the Company, in whole or in
part, upon not less than 30 nor more than 60 days’ notice, at a redemption
price equal to the sum of (i) the principal amount of the Notes being redeemed,
plus accrued and unpaid interest (including Additional Interest, if any) to but
excluding the applicable Redemption Date and (ii) the Make-Whole Amount.



 A-4
 









 


As used herein the term “Make-Whole Amount” means, in connection with any optional
redemption or accelerated payment of any Notes prior to September 15,
2016, the excess, if any, of (i) the
aggregate present value as of the date of such redemption or accelerated
payment of each dollar of principal being redeemed or paid and the amount of
interest (exclusive of interest accrued to the date of redemption or
accelerated payment) that would have been payable in respect of such dollar if
such redemption or accelerated payment had been made on September 15,
2016, determined by discounting, on a
semiannual basis, such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date such notice of
redemption is given or declaration of acceleration is made) from the respective
dates on which such principal and interest would have been payable if such
redemption or accelerated payment had been made on September 15,
2016, over (ii) the aggregate principal
amount of the Notes being redeemed or paid. 
In the case of any redemption or accelerated payment of notes on or
after September 15, 2016, the Make-Whole Amount means zero.  For purposes of the Indenture and the Notes,
references in the Indenture to the payment of the principal (and premium, if
any) and interest on the Notes shall be deemed to include the payment of the
Make-Whole Amount, if any, due upon redemption with respect to the Notes.  The Make-Whole Amount shall be calculated by
the Company and set forth in an Officer’s Certificate delivered to the Trustee,
and the Trustee shall be entitled to rely on said Officer’s Certificate.


As used herein the term “Reinvestment Rate” means a rate per annum
equal to the sum of 0.20% (twenty one hundredths of a percent) plus the yield
on treasury securities at constant maturity under the heading “Week Ending”
published in the Statistical Release (as defined herein) under the caption “Treasury
Constant Maturities” for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity (which, in the case of maturities
corresponding to the principal and interest due on the Notes at their maturity,
shall be deemed to be September 15, 2016), as of the payment date of the principal being redeemed or paid.  If no maturity exactly corresponds to such
maturity, yields for the two published maturities most closely corresponding to
such maturity shall be calculated pursuant to the immediately preceding
sentence and the Reinvestment Rate shall be interpolated or extrapolated from
such yields on a straight-line basis, rounding in each of such relevant periods
to the nearest month.  For purposes of
calculating the Reinvestment Rate, the most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount shall be
used.


As
used herein the term “Statistical Release”
means the statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Federal Reserve System and which
establishes yields on actively traded United States government securities
adjusted to constant maturities or, if such statistical release is not
published at the time of any determination under the Indenture, then any
publicly available source of similar market data which shall be designated by
the Company.


5.             Mandatory
Redemption.  The Company shall not be
required to make sinking fund or redemption payments with respect to the Notes.


6.             Notice of Redemption.  Notice of redemption shall be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at its registered address. 
Notes may be redeemed in part but only in whole multiples of $1,000, 



 A-5
 









unless all of the Notes held by
a Holder are to be redeemed.  On and
after the Redemption Date, interest ceases to accrue on Notes or portions of them
called for redemption.


7.             Denominations,
Transfer, Exchange.  The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000 in excess thereof. 
The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Security
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. 
The Security Registrar need not exchange or register the transfer of any
Note or portion of a Note selected for redemption.  Also, it need not exchange or register the
transfer of any Notes for a period of 15 days before the mailing of a notice of
redemption of Notes, or during the period between a record date and the
corresponding Interest Payment Date.


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


9.             Actions
of Holders.  The Indenture contains
provisions permitting the Holders of not less than a majority of the aggregate
principal amount of the outstanding Notes, subject to certain exceptions as
provided in the Indenture, on behalf of the Holders of all such Notes at a
meeting duly called and held as provided in the Indenture, to make, give or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided in the Indenture to be made, given or taken by the
Holders of the Notes, including without limitation, waiving (a) compliance by
the Company with certain provisions of the Indenture, and (b) certain past
defaults under the Indenture and their consequences.  Any resolution passed or decision taken at
any meeting of the Holders of the Notes in accordance with the provisions of
the Indenture shall be conclusive and binding upon such Holders and upon all
future Holders of this Note and other Notes issued upon the registration of
transfer hereof or in exchange heretofore or in lieu hereof.


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


11.           Additional
Rights of Holders.  In addition to
the rights provided to Holders of Notes under the Indenture, Holders shall have
all the rights set forth in the
Registration Rights Agreement, dated as of March 12, 2007, among the Company
and the Initial Purchasers named therein.


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


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



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


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


Hospitality Properties Trust

400 Centre Street

Newton, MA 02458

Telecopier No.:  (617) 964-8389

Attention: President


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



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ASSIGNMENT FORM


To assign this Note, fill in the form below:


[I] [We] assign and transfer this Note to
__________________________________________ __________________________________ [Print or type assignee’s name, address and zip code]
__________________________________ [Insert assignee’s soc.
sec. or tax I.D. no.] and irrevocably
appoint_________________________________________________________ to transfer
this Note on the books of the Company. 
The agent may substitute another to act for him.


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


o                                    To
Hospitality Properties Trust or any of its subsidiaries; or


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


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


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


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


Date:  _______________



 A-8
 









 


	
  Signature Guaranteed

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

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

  



 



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