<Page>

                                                                    EXHIBIT 10.4


                              AMENDED AND RESTATED
                              LIMITED RENT GUARANTY

         THIS AMENDED AND RESTATED  LIMITED RENT GUARANTY  (this  "Guaranty") is
made this 15th day of June, 2001 (the "Effective Date"), by and between Marriott
International,  Inc., a Delaware corporation ("Guarantor"), and HPTMI Properties
Trust, a Maryland real estate investment trust ("Landlord").

                                    RECITALS:

         A. Certain  Affiliates of Guarantor (the  "Tenants"),  as tenants,  are
parties to those certain Lease Agreements set forth on Exhibit A attached hereto
with  Landlord,  as  landlord,  (as the same are  being  amended  simultaneously
herewith)  collectively,  the "Existing  Leases").  Certain  obligations  of the
Tenants  pursuant to the  Existing  Leases  have been  guaranteed  by  Guarantor
pursuant to the Limited Rent  Guaranties set forth on Exhibit B attached  hereto
(collectively,  the "Existing Guaranties").  Terms used herein but not otherwise
defined shall have the meanings ascribed to such terms in the Existing Leases.

         B.  Pursuant to an Agreement to Assign,  Release,  Franchise and Manage
(the "Agreement to Lease"), the Tenants have agreed to assign to an Affiliate of
Landlord,  and such Affiliate of Landlord has agreed to assume from the Tenants,
such Existing Leases.  From and after the date such Existing Leases are assigned
to an Affiliate of Landlord  pursuant to the  Agreement to Lease,  such Existing
Leases  shall  thereafter  cease to be  Existing  Leases,  and shall  thereafter
constitute "Converted Leases".

         C.  Pursuant  to the terms of the  Agreement  to Lease,  Guarantor  has
agreed to guaranty  certain  obligations of the Tenants pursuant to the Existing
Leases on the terms and conditions hereof,  with respect to each Existing Lease,
until such time as such Existing Lease becomes a Converted  Lease.  The guaranty
provided for herein shall amend and restate in their entirety, and stand in lieu
of, all of the Existing Guaranties.

         D. The transactions  contemplated by this Guaranty, the Existing Leases
and the Agreement to Lease are of direct,  material and  substantial  benefit to
Guarantor.

         NOW,  THEREFORE,  in  consideration of the foregoing and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Guarantor  and  Landlord  hereby  amend  and  restate  all of the
Existing Guaranties in their entirety, as follows:


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                                    SECTION 1

                                    GUARANTY

         Subject to the terms,  provisions  and  limitations  of this  Guaranty,
Guarantor hereby  unconditionally  guarantees to Landlord the full, complete and
timely  payment by the Tenants of all Minimum Rent (as defined in each  Existing
Lease) and  Additional  Rent (as  defined  in each  Existing  Lease)  (hereunder
collectively  referred to as "Guaranteed Rent") due and payable under all of the
Existing  Leases  for the  Guaranty  Term,  without  deduction  by reason of any
set-off  (except to the extent of any  set-offs  to which a Tenant is  expressly
entitled pursuant to the terms of the Existing Leases), defense or counterclaim.
For purposes hereof, it is expressly  understood and agreed that Guaranteed Rent
shall not include any sums for damages  relating to the acceleration of any rent
due under any Existing Lease in excess of the Minimum Rent and  Additional  Rent
payable  during the Guaranty Term in accordance  with the terms of such Existing
Lease.  In the event  that  there is any event of default or default by a Tenant
pursuant  to the  terms of an  Existing  Lease,  Landlord  hereby  agrees to use
reasonable efforts to mitigate its damages.

         A. If during the  Guaranty  Term, a Tenant shall fail to pay all or any
portion of the  Guaranteed  Rent when due,  Guarantor  shall pay (without  first
requiring  Landlord to proceed  against such Tenant,  any other  person,  or any
other security) to Landlord all Guaranteed Rent due and unpaid.  Guarantor shall
make payment of such Guaranteed Rent within four (4) Business Days of receipt by
Guarantor of notice from Landlord of a Tenant's  failure to pay such  Guaranteed
Rent.  Interest at the  Disbursement  Rate shall  accrue and be owing and due by
Guarantor  to  Landlord  for any  Guaranteed  Rent not paid within such four (4)
Business Day period.

         B. In the  event  Guarantor  and a  Tenant  should  each  pay the  same
Guaranteed  Rent to Landlord,  Landlord shall  promptly  return to Guarantor the
Guaranteed Rent paid by Guarantor.

                                    SECTION 2

                                  GUARANTY TERM

         Guarantor's  obligations  hereunder shall be limited to Guaranteed Rent
accruing during a period  commencing on the  commencement of each of an Existing
Lease and shall continue in effect as set forth below:

         (a) The  Guaranty  Term  (the  "Guaranty  Term")  shall  be the  period
commencing on the Effective Date and ending on the later to occur of:

                  (i)      the date on which the last  Existing  Lease becomes a
                           Converted Lease; or



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                  (ii)     the last day of the  "Guaranty  Term" as  defined  in
                           that  certain  Guaranty  from  Guarantor  to HPT  TRS
                           MI-135,  INC. of even date herewith (the  "Priorities
                           Guaranty").

         (b)  Notwithstanding  any term or provision  to the contrary  contained
herein,  this Guaranty  shall  terminate in its entirety on the  occurrence of a
transfer  of any  interest  in any  property  subject  to an  Existing  Lease by
Landlord  to a Person  who  meets any one or more of the  criteria  set forth in
Section  15.1(i)  through  (iv) of the  Existing  Leases.  Within  fifteen  (15)
Business  Days of its  receipt  of a written  request  therefor  from  Landlord,
Guarantor  agrees  that  it will  advise  Landlord  in  writing  whether  or not
Guarantor  would declare this Guaranty  terminated  due to the  occurrence of an
event set forth hereinabove. Any such written request from Landlord must contain
such  information  as may be reasonably  necessary for Guarantor to determine if
such event would occur,  including  all  information  necessary for Guarantor to
determine if any of the events set forth in Section  15.1(i) through (iv) of the
Existing Leases would occur.

                                    SECTION 3

                      TERMINATION AS TO SPECIFIC PROPERTIES

         In the event any of the  following  events shall occur,  this  Guaranty
shall be modified as set forth hereinbelow:

         (i) The  termination  of an  Existing  Lease  pursuant to the terms and
provisions  thereof  other than by reason of an Event of Default or Default by a
Tenant thereunder; or

         (ii) The transfer by Landlord of a Property, or Properties, pursuant to
the terms and  provisions  of one or more of the Existing  Leases,  other than a
transfer to HPT or to any wholly  owned  subsidiary  of HPT, or as  permitted by
Article 20 of such Existing Lease or Existing Leases.

         As used herein, the term "Deleted Property" shall mean that Property or
Properties referenced in Subsections (i) and/or (ii) hereinabove.

         In the event either of the above-described  events shall occur (a) this
Guaranty  shall  not  apply  to the  Guaranteed  Rent for the  Deleted  Property
accruing from and after the date of such event.

                                    SECTION 4

                           CONSENT TO EXISTING LEASES

         Guarantor hereby unconditionally  consents to the terms, covenants, and
conditions of the Existing Leases.



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                                    SECTION 5

                              WAIVERS BY GUARANTOR

         Guarantor  hereby  waives  notice of  acceptance  of this  Guaranty  by
Landlord and any and all notices and demands of every kind and description which
may be required to be given by any statute or rule of law. Guarantor agrees that
the liability of Guarantor hereunder shall in no way be affected, diminished, or
released by (i) any forbearance or indulgence which may be granted to any Tenant
(or to any successor thereto or to any person or entity which shall have assumed
the obligations thereof), or (ii) any waiver or amendment of any term, covenant,
or  condition in any  Existing  Lease,  or (iii) the  acceptance  of  additional
security.

                                    SECTION 6

                             ENFORCEMENT BY LANDLORD

         A. Other Rights:  Subject to the terms and  provisions of this Section,
Guarantor  agrees  that  this  Guaranty  may be  enforced  by  Landlord  without
enforcing  any rights it may have  against any other  Person or any  collateral.
Guarantor  further agrees that nothing herein  contained shall prevent  Landlord
from suing on any of the  Existing  Leases or from  exercising  any other  right
available  to it under any of the Existing  Leases or against any other  Person.
The exercise of any of the aforementioned rights shall not constitute a legal or
equitable  discharge of Guarantor,  it being the purpose and intent of Guarantor
that its  obligations  under this Guaranty  shall be absolute and  unconditional
until the termination of this Guaranty pursuant to the terms of this Guaranty.

         B. Payment of Expenses:  Guarantor agrees, as principal obligor and not
as a guarantor  only, to pay to Landlord  forthwith upon demand,  in immediately
available  Federal  funds,  all costs and expenses to third  parties  (including
court costs and reasonable  legal expenses)  incurred or expended by Landlord in
connection  with the  enforcement  of this  Guaranty,  together with interest on
amounts  recoverable  under this Guaranty from the time such amounts  become due
until payment at the Disbursement Rate. Guarantor's covenants and agreements set
forth in this section shall survive the termination of this Guaranty.

                                    SECTION 7

                       CLAIMS BY GUARANTOR AGAINST TENANTS

         Nothing hereunder contained shall operate as a release or discharge, in
whole or in part, of any claim of Guarantor against any Tenant by subrogation or
otherwise,  by reason of any act done or any payment made by Guarantor  pursuant
to the provisions of this Guaranty;  but all such claims shall be subordinate to
the claims of Landlord.



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                                    SECTION 8

                                     NOTICES

         A. Any and all notices, demands, consents, approvals, offers, elections
and other  communications  required or permitted  under this  Guaranty  shall be
deemed  adequately given if in writing and the same shall be delivered either in
hand,  by  telecopier  with  written  acknowledgment  of receipt,  or by mail or
Federal  Express or  similar  expedited  commercial  carrier,  addressed  to the
recipient  of the notice,  postpaid  and  registered  or  certified  with return
receipt  requested  (if by mail),  or with all  freight  charges  prepaid (if by
Federal Express or similar carrier).

         B. All notices  required or  permitted  to be sent  hereunder  shall be
deemed to have been given for all  purposes  of this  Guaranty  upon the date of
acknowledged  receipt, in the case of a notice by telecopier,  and, in all other
cases,  upon the date of receipt or  refusal,  except that  whenever  under this
Guaranty a notice is either  received on a day which is not a business day or is
required  to be  delivered  on or before a specific  day which is not a business
day, the day of receipt or required delivery shall  automatically be extended to
the next business day.

         C. All such notices shall be addressed,

if to Guarantor to:        Marriott International, Inc.
                           10400 Fernwood Road, Dept. 52-924.11
                           Bethesda, Maryland 20817
                           Attn: Treasurer
                           Telecopier No. (301) 380-5067

with a copy to:            Marriott International, Inc.
                           10400 Fernwood Road, Dept. 52-923.00
                           Bethesda, Maryland 20817
                           Attn: Lodging Operations Attorney
                           Telecopier No. (301) 380-6727

and a copy to:             Marriott International, Inc.
                           10400 Fernwood Road, Dept. 52-923.00
                           Bethesda, Maryland 20817
                           Attn: Lodging - Senior Vice President, Finance
                           Telecopier No. (301) 380-3667

and a copy to:             Venable, Baetjer and Howard, LLP
                           1800 Mercantile Bank and Trust Building
                           2 Hopkins Plaza
                           Baltimore, Maryland 21201
                           Attn:  James D. Wright, Esq.
                           Telecopier: (410) 244-7742


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if to Landlord to:         HPTMI Properties Trust
                           c/o Hospitality Properties Trust
                           400 Centre Street
                           Newton Massachusetts 02458
                           Attn: Mr. John G. Murray
                           Telecopier No. (617) 969-5730

with a copy to:            Sullivan & Worcester LLP
                           One Post Office Square
                           Boston, Massachusetts 02109
                           Attn: Alexander A. Notopoulos, Esq.
                                    Sander Ash, Esq.
                           Telecopier No. (617) 338-2880

         D. By notice  given as herein  provided  the  parties  hereto and their
respective  successors and assigns shall have the right from time to time and at
any time while this Guaranty is in effect to change their  respective  addresses
effective upon receipt by the other party of such notice and each shall have the
right to specify as its address any other  address  within the United  States of
America.

                                   SECTION 11

                          APPLICABLE LAW; JURISDICTION

         This Guaranty shall be interpreted,  construed, applied and enforced in
accordance  with  the laws of the  State of  Maryland  applicable  to  contracts
between  residents  of  Maryland  which  are  to be  performed  entirely  within
Maryland,  regardless of (i) where any such instrument is executed or delivered;
or (ii) where any payment or other  performance  required by any such instrument
is made or required to be made;  or (iii) where any breach of any  provision  of
any such instrument  occurs, or any cause of action otherwise  accrues;  or (iv)
where any  action or other  proceeding  is  instituted  or  pending;  or (v) the
nationality, citizenship, domicile, principal place of business, or jurisdiction
of organization or  domestication  of any party; or (vi) whether the laws of the
forum  jurisdiction  otherwise would apply the laws of a jurisdiction other than
the State of Maryland;  or (vii) any  combination of the foregoing.  The parties
acknowledge,  consent  and agree that the United  States  District  Court of the
District of Maryland  and any court of  competent  jurisdiction  in the State of
Maryland shall have  jurisdiction  in any proceeding  instituted to enforce this
Guaranty or any provision hereof and any objections to venue are hereby waived.


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                                   SECTION 12

                                 BINDING EFFECT

         The rights, powers,  privileges,  and discretions (hereinafter referred
to as the "rights") to which Landlord may be entitled  hereunder  shall inure to
the benefit of its successors and permitted assigns.  All the rights of Landlord
herein are cumulative and not  alternative  and may be enforced  successively or
concurrently.  Failure of Landlord to  exercise  any of its rights  shall not be
deemed a waiver  thereof,  and no waiver of any of  Landlord's  rights  shall be
deemed to apply to any other rights. The terms, covenants,  and conditions of or
imposed upon  Guarantor  herein shall be binding upon the successors and assigns
of Guarantor.

                                   SECTION 13

                                  SEVERABILITY

         In case any provision (or any part of any provision)  contained in this
Guaranty shall for any reason be held to be invalid, illegal or unenforceable in
any respect,  such invalidity,  illegality or unenforceability  shall not affect
any other  provision  (or  remaining  part of the  affected  provision)  of this
Guaranty,  but this  Guaranty  shall be construed as if such  provision (or part
thereof)  had  never  been  made  to  the  extent  it  is  invalid,  illegal  or
unenforceable.

                                   SECTION 14

                                     GRAMMAR

         When used herein, the singular shall include the plural; the plural the
singular; and the use of any gender shall be applicable to all genders.

                                   SECTION 15

                               TIME OF THE ESSENCE

         Time  is of the  essence  in the  performance  of the  obligations  and
undertakings of the parties hereto.

                                   SECTION 16

                                    CAPTIONS

         The captions  appearing in this  Guaranty are inserted only as a matter
of  convenience  and do not define,  limit,  construe  or describe  the scope or
intent of the sections of this Guaranty nor in any way affect this Guaranty.


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                                   SECTION 17

                                  MISCELLANEOUS

         A.  Unenforceability of Guaranteed  Obligations,  Etc. If any Tenant is
for any reason  (other  than by reason of any waiver,  discharge  or other event
pursuant to the terms of the Existing  Leases) under no legal  obligation to pay
any of the Guaranteed Amounts, or if any other moneys included in the Guaranteed
Amounts have become unrecoverable from any Tenant by operation of law or for any
other reason,  the  obligations  of Guarantor  contained in this Guaranty  shall
nevertheless  remain  in full  force  and  effect  and  shall  be  binding  upon
Guarantor.

         B.  Consents  and Waivers.  Guarantor  hereby  acknowledges  receipt of
correct and complete copies of the Existing  Leases,  and consents to all of the
terms and  provisions  thereof,  as the same may be from time to time  hereafter
amended or changed in accordance therewith or the Agreement to Lease, and waives
(a) notice of any default hereunder and any default, breach or nonperformance or
any Default or Event of Default with respect to any of the Guaranteed Rent under
the  Existing  Leases,  (b) demand for  performance  or  observance  of, and any
enforcement  of any  provision  of, or any  pursuit or  exhaustion  of rights or
remedies against the Tenants,  under or pursuant to the Existing Leases,  or any
agreement  directly  or  indirectly  relating  thereto and any  requirements  of
diligence or promptness on the part of Landlord in connection therewith, and (c)
to the extent  Guarantor  lawfully  may do so, any and all demand and notices of
every  kind and  description  with  respect  to the  foregoing  or which  may be
required  to be given by any  statute or rule of law and any defense of any kind
which it may now or hereafter have with respect to this  Guaranty,  the Existing
Leases or the Guaranteed Rent.

         C. No Impairment. The obligations,  covenants, agreements and duties of
Guarantor under this Guaranty shall not be affected or impaired by any waiver by
Landlord of all of the Guaranteed  Rent or the  performance or observance by the
Tenants of any of the agreements,  covenants,  terms or conditions  contained in
the  Existing  Leases  or any  indulgence  in or the  extension  of the time for
payment  or  performance  by the  Tenants  of any  amounts  payable  under or in
connection  with the  Existing  Leases  or any  other  instrument  or  agreement
relating to the Guaranteed Rent or of the time for performance by the Tenants of
any  other  obligations  under or  arising  out of any of the  foregoing  or the
extension or renewal thereof, or the modification or amendment (whether material
or otherwise)  of any duty,  agreement or obligation of the Tenants set forth in
any of the  Existing  Leases,  or the  voluntary  or  involuntary  sale or other
disposition  of all or  substantially  all the  assets of any of the  Tenants or
insolvency,  bankruptcy,  or  other  similar  proceedings  affecting  any of the
Tenants or any assets of any of the Tenants,  or the release or discharge of any
of the Tenants from the  performance or observance of any  agreement,  covenant,
term or  condition  contained  in any  agreement,  covenant,  term or  condition
contained  in any of the  foregoing  by  operation  of law, or any other  cause,
whether similar or dissimilar to the foregoing.

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         D.  Reimbursement,  Subrogation,  Etc.  Guarantor  hereby covenants and
agrees  that  it  shall  not  enforce  or  otherwise   exercise  any  rights  of
reimbursement,  subrogation,  contribution  or other similar  rights against the
Tenants or any other  person with  respect to the  Guaranteed  Rent prior to the
payment in full of the  obligations  of the Tenants  under the Existing  Leases.
Until all  obligations of the Tenants under the Existing  Leases shall have been
paid and performed in full,  Guarantor shall have no right of  subrogation,  and
Guarantor  waives any defense it may have based upon any election of remedies by
Landlord which destroys Guarantor's  subrogation rights or Guarantor's rights to
proceed against the Tenants for reimbursement,  (including,  without limitation,
any loss of rights  Guarantor  may  suffer by  reason of any  rights,  powers or
remedies of the Tenants in connection with any anti-deficiency laws or any other
laws limiting, qualifying or discharging the indebtedness to Landlord).

         E. Remedies  Cumulative.  No remedy herein  conferred  upon Landlord is
intended to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or otherwise.

         F.  HPT's  and  Landlord's   Liability.   THE   DECLARATIONS  OF  TRUST
ESTABLISHING  HPT AND  LANDLORD,  A COPY OF EACH OF  WHICH,  TOGETHER  WITH  ALL
AMENDMENTS THERETO (THE  "DECLARATIONS"),  ARE DULY FILED WITH THE DEPARTMENT OF
ASSESSMENTS  AND  TAXATION  OF THE  STATE OF  MARYLAND,  PROVIDE  THAT THE NAMES
"HOSPITALITY  PROPERTIES  TRUST"  AND  "HPTMI  PROPERTIES  TRUST"  REFER  TO THE
TRUSTEES UNDER THE DECLARATIONS  COLLECTIVELY AS TRUSTEES,  BUT NOT INDIVIDUALLY
OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER,  SHAREHOLDER,  EMPLOYEE OR AGENT OF
HPT OR LANDLORD SHALL BE HELD TO ANY PERSONAL  LIABILITY,  JOINTLY OR SEVERALLY,
FOR ANY OBLIGATION OF, OR CLAIM AGAINST,  HPT OR LANDLORD.  ALL PERSONS  DEALING
WITH HPT OR  LANDLORD,  IN ANY WAY,  SHALL  LOOK  ONLY TO THE  ASSETS  OF HPT OR
LANDLORD,  AS APPLICABLE,  FOR THE PAYMENT OF ANY SUM OR THE  PERFORMANCE OF ANY
OBLIGATION HEREUNDER.

         G.  Counterpart.  The parties agree that this Guaranty may be signed in
counterpart.

         H. Other Agreements.  Landlord acknowledges and agrees that any advance
made by Guarantor to Landlord of amounts  guaranteed  pursuant to this  Guaranty
shall be deemed to be an advance made  pursuant to the  Priorities  Guaranty for
all purposes  thereof and sums available  hereunder shall be reduced pursuant to
the terms of the Priorities Guaranty.

                   [Signatures appear on the following page.]



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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement with the intention of creating an instrument under seal.

                                   GUARANTOR:

WITNESS:                           MARRIOTT INTERNATIONAL, INC.


/s/ John M. Steiner                By: /s/ Timothy J. Grisius (SEAL)
Name: John M. Steiner              Name:   Timothy J. Grisius
                                   Title:  Authorized Signatory


                                   LANDLORD:

WITNESS:                           HPTMI PROPERTIES TRUST


/s/ John M. Steiner                By: /s/ John G. Murray (SEAL)
Name: John M. Steiner              Name:   John G. Murray
                                   Title:  President






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<PAGE>



                                    EXHIBIT A


                                 Existing Leases





<PAGE>




                                    EXHIBIT B

                               Existing Guaranties

         All  of  those   certain   Limited  Rent   Guaranties   from   Marriott
International,  Inc., as guarantor,  to HPTMI  Properties Trust or an Affiliate,
pertaining to the lease agreements set forth on Exhibit A hereto.