**Exhibit3.2**

** **

TravelCentersof America LLC

 

**AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT**

This Amended and Restated Limited Liability CompanyAgreement of TravelCenters of America LLC, a Delaware limited liability company(the *“Company”),* dated as ofJanuary 31, 2007, is entered into by and among Hospitality Properties Trust, aMaryland real estate investment trust (*“HPT”),*together with any other Persons who hereafter become Shareholders inTravelCenters of America LLC or parties hereto as provided herein.  This Agreement amends and restates in itsentirety the Limited Liability Company Agreement of TravelCenters of AmericaLLC, dated October 10, 2006 (as amended from time to time, the *“Original LLC Agreement”).*  HPT was the original holder of the limitedliability company interests of the Company; subsequent transfers of suchinterests were made, but at the time of the execution hereof HPT is the ownerof all of the outstanding limited liability company interests of the Companyand, as of the date of the execution of this Agreement, is the sole member ofthe Company.

In consideration of the covenants, conditions andagreements contained herein, the parties hereto hereby agree to amend andrestate the Original LLC Agreement in its entirety as follows:

# ARTICLE IDefinitions

## Section 1.1 Definitions.

The following definitions shall be for all purposes,unless otherwise clearly indicated to the contrary, applied to the terms usedin this Agreement. Additional definitions related to restrictions on ownershipof Shares are contained in Article VIII.

*“Acquiring Person”* has the meaning assigned to such term in Section 13.1(b).

*“Affiliate”* means, with respect toany Person, any other Person that directly or indirectly through one or moreintermediaries controls, is controlled by or is under common control with thePerson in question. As used herein, the term “control” means the possession,direct or indirect, of the power to direct or cause the direction of themanagement and policies of a Person, whether through ownership of votingsecurities, by contract or otherwise.

*“Agreement”* means this Amended andRestated Limited Liability Company Agreement of TravelCenters of America LLC,as it may be amended, supplemented or restated from time to time.

*“Board of Directors”* has the meaning assignedto such term in Section 7.1(a).

*“Business Day”* means Monday throughFriday of each week, except that a legal holiday recognized as such by the U.S.Government shall not be regarded as a Business Day.

* “Certificate”* means a certificate(i) issued in global form in accordance with the rules and regulations ofthe Depository or (ii) in such other form as may be adoptedby the Board of Directors that is issued by the Company to evidence ownershipof one or more Shares or one or more other securities of the Company.

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*“Certificate of Formation”* means the Certificate ofFormation of the Company filed with the Secretary of State of the State ofDelaware on October 10, 2006, which filing is hereby ratified and approved inall respects, as such Certificate of Formation may be amended,supplemented or restated from time to time.

*“Chairman of the Board”*has the meaning assigned to such term in Section7.1(k).

*“Code”* means the InternalRevenue Code of 1986, as amended and in effect from time to time, or anysuccessor to such statute.

*“Commission”* means the United StatesSecurities and Exchange Commission.

*“Common Shares”* means Sharesrepresenting common limited liability company interests in the Company, asfurther described in Article V.

*“Company”* has the meaning assignedto such term in the preamble.

*“Delaware General Corporation Law”* means the DelawareGeneral Corporation Law, as amended, supplemented or restated from time totime, or any successor to such statute.

*“Delaware LLC Act”* means the DelawareLimited Liability Company Act, as amended, supplemented or restated from timeto time, or any successor to such statute.

*“Delivery Date”*has the meaning assigned to such term in Section 9.1(i).

*“**Depository”* means, with respect to any Shares issued in globalform, The Depository Trust Company and its successors and permitted assigns.

*“Director”* means a member of theBoard of Directors of the Company.

*“Distribution”* means the distributionby HPT of all of the issued and outstanding Common Shares of the Company to theTransfer Agent, which distribution shall be effected by written instructions todistribute such Common Shares to each holder of record of HPT common shares, asfurther described in the Transaction Agreement.

*“Distribution Date”* means the date on whichthe Distribution takes place.

*“Exchange Act”* means the SecuritiesExchange Act of 1934, as amended, supplemented or restated from time to time,or any successor to such statute, and the applicable rules and regulationsthereunder.

*“Exchange Rule”* means a rule of theNational Securities Exchange on which the Common Shares or other securities of the Company are listed for trading.

*“HPT”* has the meaning assignedto such term in the prologue to this Agreement.

*“Indemnitee”* means (a) any natural Personwho is or was an officer (including any Officer), director (includingany Director),trustee, manager orpartner of the Company or any Subsidiaryof the Company, (b) any natural Person who is or was serving at the request of theCompany as an officer, director,member, trustee, manager or partner ofanother Person**(*provided that* a Person shall not be anIndemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciaryor custodial services)

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and (c) any Person the Board of Directors designatesas an “Indemnitee” for purposes of this Agreement. For purposes of thisAgreement, HPT and Reit Management & Research LLC, together with theirrespective officers and directors, are each designated as Indemnitees.

*“Initial Shareholder”* means HPT.

*“Liquidation Date”* means the date on whichan event giving rise to the dissolution of the Company occurs.

*“Liquidator”* means one or morePersons selected by the Board of Directors to perform the functions describedin Section 12.2 as liquidatingtrustee of the Company within the meaning of the Delaware LLC Act.

*“Meeting Record Date”*has the meaning assigned to such term in Section9.1(i).

* “MergerAgreement”* has the meaning assigned to such term in Section 14.1.

*“National Securities Exchange”* means an exchangeregistered with the Commission under Section 6(a) of the Exchange Act, asamended, supplemented or restated from time to time, and any successor to suchstatute.

*“Officers”* has the meaning assignedto such term in Section 7.3(a).

*“Opinion of Counsel”* means a written opinionof counsel (who may be regular counsel to the Company or any of its Affiliates)acceptable to the Board of Directors.

*“Outstanding”* means, with respect toany securities of the Company, all securities of the Company that are issued bythe Company and reflected as outstanding on the Company’s books and records asof the date of determination.

*“Person”* means an individual or acorporation, limited liability company, partnership, joint venture, trust,unincorporated organization or other enterprise (including an employee benefitplan), association, government agency or political subdivision thereof or otherentity.

*“Plan of Conversion”* has the meaning assignedto such term in Section 14.1.

*“Prime Rate”* means the prime rate ofinterest as quoted from time to time by The Wall Street Journal or anothersource reasonably selected by the Company.

*“Pro Rata”* means apportionedequally among all Shares of the class or series in question.

*“Quarter”* means, unless thecontext requires otherwise, a fiscal quarter of the Company, or, with respectto the first fiscal quarter ending after the Distribution Date, the portion ofsuch fiscal quarter after the Distribution Date.

*“Record Date”* means the dateestablished by the Board of Directors for determining (a) the identity ofthe Record Holders entitled to notice of, or to vote at, any meeting ofShareholders or entitled to exercise rights in respect of any lawful action ofShareholders or (b) the identity of Record Holders entitled to receive anyreport or distribution or to participate in any offer.

*“Record Date Request Notice”*has the meaning assigned to such term in Section**9.1(f).

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*“Record Holder”* means the Person inwhose name Shares are registered on the books of the Transfer Agent as of theopening of business on a particular Business Day, or with respect to othersecurities of the Company, the Person in whose name any such other securities are registered on the books that the Company has caused to be kept as of theopening of business on such Business Day.

*“Request Record Date”*has the meaning assigned to such term in Section9.1(f).

*“Securities Act”* means the Securities Actof 1933, as amended, supplemented or restated from time to time, or anysuccessor to such statute, and the applicable rules and regulation thereunder.

*“Share Designation*” has the meaning assigned to such term in Section 5.3(b).

*“Share Majority”* means a majority of theOutstanding Common Shares.

*“Share Plurality”*means a majority of theOutstanding Shares of all classes and series of Shares with voting power,voting together as a single class, that have voted on the matter in question atthe conclusion of voting thereon, as prescribed or determined by the Board ofDirectors.

*“Share Separate Class Approval”* means a majority of theOutstanding Shares of each class and series of Shares with voting power, votingseparately by class and series.

*“Share Super-Majority Approval”* means 75% of theOutstanding Shares of each class and series of Shares with voting power, voting together as a single class.

*“Shares”* means the shares of anyclass or series of limited liability company interest in the Company (butexcluding any options, rights, warrants and appreciation rights relating to alimited liability company interest in the Company), including Common Shares.

*“Shareholders”* means the holders ofShares that have been admitted to the Company as members of the Company inaccordance with this Agreement.

*“Shareholder Requested Meeting”* has the meaning assigned to such term in Section9.1(i).

*“Shareholder Associated Person”* has the meaning assigned to such term in Section9.7(a).

*“Special Meeting Percentage”* has the meaning assigned to such term in Section9.1(e).

*“Special Meeting Request”* has the meaning assigned to such term in Section9.1(g).

*“Subsidiary”* means, with respect toany Person, (a) a corporation of which more than 50% of the voting powerof shares entitled (without regard to the occurrence of any contingency) tovote in the election of directors or other governing body of such corporation isowned, directly or indirectly, at the date of determination, by such Person, byone or more Subsidiaries of such Person or a combination thereof, (b) apartnership (whether general or limited) in which such Person or a Subsidiaryof such Person is, at the date of determination, a general or limited partnerof such partnership, but only if more than 50% of the partnership interests ofsuch partnership (considering all of the partnership interests of thepartnership as a single class) is owned, directly or indirectly, at the date ofdetermination, by such Person, by one or more Subsidiaries of such Person, or acombination thereof, or (c) any other Person (other than a corporation ora partnership) in which such Person, one or more Subsidiaries of such Person,or a combination thereof, directly or indirectly, at the date of determination,has (i) at least a

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majority ownership interest or (ii) the power toelect or direct the election of a majority of the directorsor other governing body of such Person.

*“Surviving Business Entity”* has the meaning assignedto such term in Section 14.2.

*“Transaction Agreement”* means the TransactionAgreement made on or about the date hereof by and among HPT, HPT TA Properties Trust, HPT TA PropertiesLLC, Reit Management & Research LLC andthe Company, as the same may be amended, supplemented or restated from time totime.

*“**transfer”* has the meaning assigned to such term in Section4.4.

*“Transfer Agent”* means such bank, trustcompany or other Person (including the Company or one of its Affiliates) asshall be appointed from time to time by the Company to act as registrar andtransfer agent for the Shares; *provided that*if no Transfer Agent is specifically designated for Shares or any othersecurities of the Company, the Company shall act in such capacity.

*“Treasury Regulations”* means the Treasury Regulations (includingtemporary and proposed regulations) promulgated by the United States Departmentof Treasury with respect to the Code or other federal tax statutes.

*“U.S. GAAP”* means United Statesgenerally accepted accounting principles as in effect from time to time.

## Section 1.2 Construction.

Unless the context requires otherwise: (a) anypronoun used in this Agreement shall include the corresponding masculine,feminine or neuter forms, and the singular form of nouns, pronouns and verbsshall include the plural and vice versa; (b) references to Articles andSections refer to Articles and Sections of this Agreement; and (c) theterm “include” or “includes” means include(s), without limitation, and “including”means including, without limitation.

Except as otherwise specifically provided herein, whenreferring to any action or determination of the Board of Directors, the phrase “soleand absolute discretion,” or words of similar import, shall mean that thereshall be no standards for the exercise of such discretion other than**as required by any applicable fiduciaryduties as modified by the terms of this Agreement.

# ARTICLE IIOrganization

## Section 2.1 Formation.  TheInitial Shareholder formed the Company as a limited liability company pursuantto the provisions of the Delaware LLC Act and hereby adopts this Agreement inits entirety as an amendment and restatement of the Original LLC Agreement ofthe Company.  Except as expresslyprovided to the contrary in this Agreement, the rights, duties (includingfiduciary duties), liabilities and obligations of the Directors andShareholders and the administration, dissolution and termination of the Companyshall be governed by the Delaware LLC Act. All Shares shall constitute personal property of the owner thereof forall purposes, and a Shareholder has no interest in specific Company property.

## Section 2.2 Name.  The nameof the Company shall be TravelCenters of America LLC.  The Company’s business may be conducted underany other name or names, as determined by the Board of Directors.  The Board of Directors may change the name ofthe Company at any time and from time to

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## time and shall notify theShareholders of such change in the next regular communication to theShareholders.

## Section 2.3  RegisteredOffice; Registered Agent; Principal Office; Other Offices.  The Boardof Directors may establish and change the principal office or place of businessof the Company at any time and may cause the Company to establish other officesor places of business in various jurisdictions. The name and address of theregistered agent and the address of the registered office for service ofprocess on the Company as required by the Delaware LLC Act are Corporation Service Company, 2711 Centerville Road,Wilmington, Delaware.

## Section 2.4  Purposesand Powers.  The Company shall have the authority toengage in any lawful business, purpose or activity permitted by the DelawareLLC Act.   The Company shall possess andmay exercise all powers and privileges granted or permitted by the Delaware LLCAct.

## Section 2.5  Power ofAttorney.  Each Shareholder hereby constitutes andappoints each of the Chief Executive Officer, the President and the Secretaryof the Company and, if a Liquidator shall have been selected pursuant toSection 12.2, theLiquidator and each of their authorized officers and attorneys-in-fact, as thecase may be, with full power of substitution, as his true and lawful agent andattorney-in-fact, with full power and authority in the name, place and stead ofsuch Person, to execute (i) all agreements, instruments, certificates andother documents and take all actions necessary or appropriate to or for thefurtherance and accomplishment of the purposes described in Section 2.4,and (ii) any duly adopted amendments to this Agreement.  The foregoing power of attorney is herebydeclared to be irrevocable and a power coupled with an interest, and it shallsurvive and, to the maximum extent permitted by law, shall not be affected bythe subsequent death, incompetency, disability, incapacity, dissolution,bankruptcy or termination of any Shareholder or the transfer of all or anyportion of such Shareholder’s Shares and shall extend to such Shareholder’sheirs, successors, assigns and personal representatives.

## Section 2.6 Term.  TheCompany’s existence shall be perpetual, unless and until it is dissolved inaccordance with the provisions of Article XII.  Theexistence of the Company as a separate legal entity shall continue until thecancellation of the Certificate of Formation as provided in the Delaware LLCAct.

## Section 2.7 Title to Company Assets.  Title toCompany assets, whether real, personal or mixed and whether tangible orintangible, shall be deemed to be owned by the Company as an entity, and noShareholder, Director or Officer, individually or collectively, shall have anyownership interest in such Company assets or any portion thereof. Title to anyor all of the Company assets may be held in the name of the Company or one ormore nominees, as the Board of Directors may determine.

# ARTICLE IIIRights of Shareholders and Limitations Thereof

## Section 3.1 Shareholders.

### (a)   A Person shall be admitted as a Shareholder and shall, withoutfurther action, including execution of this Agreement, become a party to and become bound by the terms of this Agreement ifsuch Person purchases or otherwise lawfully acquires any Shares to the fullestextent permitted by law. A Person may become a Record Holder without the consentor approval of any of the Shareholders. A Person may not become a Shareholderwithout acquiring one or more Shares.

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### (b)   The name and mailing address of each Shareholder shall be listed on thebooks and records of the Company maintained for such purpose by the Company orthe Transfer Agent. The Secretary of the Company shall update, or cause to beupdated, the books and records of the Company from time to time as necessary toreflect accurately the information therein.

### (c)   Except as otherwise provided by the Delaware LLC Act, the debts,obligations and liabilities of the Company, whether arising in contract, tortor otherwise, shall be solely the debts, obligations and liabilities of theCompany. The Directors, Officers and Shareholders shall have no liability underthis Agreement or for any such debt, obligation or liability of the Company, intheir capacity as such, except as expressly provided in this Agreement or theDelaware LLC Act.

### (d)   Shareholders shall not have any right to resign from the Company; *provided that* when a transferee of all ofa Shareholder’s Shares acquires such Shares, such transferring Shareholdershall cease to be a Shareholder (and member of the Company).

## Section 3.2 Management of Business.  NoShareholder, in his capacity as such, shall participate in the operation ormanagement of the Company’s business, transact any business in the Company’sname or have the power to sign documents for or otherwise bind the Company byreason of being a Shareholder.

## Section 3.3 Outside Activities of theShareholders.  Notwithstanding any duty (including anyfiduciary duty) that might otherwise exist at law or in equity, any Shareholdershall be entitled to and may have business interests and engage in businessactivities in addition to those relating to the Company, including businessinterests and activities in direct competition with the Company.Notwithstanding any duty (including any fiduciary duty) that might otherwiseexist at law or in equity, neither the Company nor any of the other Shareholdersshall have any rights by virtue of this Agreement in any business ventures ofany Shareholder.

# ARTICLE IVCertificates; Record Holders; Transfer of Shares; Redemption of Shares

## Section 4.1 Certificates.  Upon theCompany’s issuance of Shares or other securities to any Person, the Companymay, but shall not be obligated to, issue one or more Certificates in the nameof such Person evidencing the number of such Shares or securities being soissued. In addition, subsequent to the issuance of such Shares or othersecurities, the Board of Directors may, but shall not be obligated to, providethat every Shareholder or other holder of such securities shall beentitled to have a Certificate certifying the number and class of Shares orsecurities owned by such Person. Subsequentto the date hereof, the Board of Directors may, but shall not be obligated to,provide that, notwithstanding the foregoing, every Shareholder shall beentitled to have a Certificate certifying the number and class of Shares owned bysuch Shareholder. Certificates shall beexecuted on behalf of the Company by the Chairman of the Board, President orany Vice President and the Secretary or any Assistant Secretary. No Certificateshall be valid for any purpose until it has been countersigned by the TransferAgent; *provided,however,* that if the Board ofDirectors elects to issue Shares or other securities in global form, theCertificates with regard thereto shall be valid upon receipt by the Depositoryand need not be countersigned. Any or all of the signatures required on theCertificate may be by facsimile. If any Officer or Transfer Agent who shallhave signed or whose facsimile signature shall have been placed upon any suchCertificate shall have ceased to be such Officer or Transfer Agent before suchCertificate is issued by the Company, such Certificate may nevertheless beissued by the Company with the same effect as if such Person were such Officeror Transfer Agent at the date of issue.

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## Section 4.2 Mutilated, Destroyed, Lost orStolen Certificates.

### (a)   If any mutilated Certificate is surrendered to the Transfer Agent, theappropriate Officers on behalf of the Company shall execute, and the TransferAgent shall countersign and deliver in exchange therefor, a new Certificateevidencing the same number and type of securities as the Certificate sosurrendered.

### (b)   The appropriate Officers on behalf of the Company shall execute anddeliver, and the Transfer Agent shall countersign, a new Certificate in placeof any Certificate previously issued if the Record Holder of the Certificate:

#### (i)                    makes proof by affidavit, in form and substancesatisfactory to the Company or to the Transfer Agent, that a previously issuedCertificate has been lost, destroyed or stolen;

#### (ii)                 requests the issuance of a new Certificate beforethe Company has notice that the Certificate has been acquired by a purchaserfor value in good faith and without notice of an adverse claim;

#### (iii)              if requested by the Company or the Transfer Agent,delivers to the Company a bond, in form and substance satisfactory to theCompany or the Transfer Agent, with a surety or sureties and with fixed or openpenalty as the Company or the Transfer Agent may direct to indemnify theCompany and the Transfer Agent against any claim that may be made on account ofthe alleged loss, destruction or theft of the Certificate; and

#### (iv)             satisfies any other reasonable requirements imposedby the Company or the Transfer Agent.

If a Shareholder fails tonotify the Company within a reasonable time after such Shareholder has noticeof the loss, destruction or theft of a Certificate, and a transfer of theShares represented by the Certificate is registered before the Company or theTransfer Agent receives such notification, the Shareholder shall be precludedfrom making any claim against the Company or the Transfer Agent for suchtransfer or for a new Certificate.

### (c)   As a condition to the issuanceof any new Certificate under this Section 4.2, the Company may require thepayment of a sum sufficient to cover any tax or other governmental charge thatmay be imposed in relation thereto and any other expenses (including the feesand expenses of the Transfer Agent) reasonably connected therewith.

Section 4.3  Record Holders.  The Company shall be entitled to recognizethe Record Holder as the owner of Shares or other securities issued by theCompany and, accordingly, shall not be bound to recognize any equitable orother claim to or interest in such Shares or other securities on the part ofany other Person, regardless of whether the Company shall have actual or othernotice thereof, except as otherwise provided by law or any applicable rule,regulation, guideline or requirement of any National Securities Exchange onwhich such Shares or securities are listed for trading. Without limiting theforegoing, when a Person (such as a broker, dealer, bank, trust company orclearing corporation or an agent of any of the foregoing) is acting as nominee,agent or in some other representative capacity for another Person in acquiringand/or holding Shares or other securities, as between the Company on the onehand, and such other Persons on the other, such representative Person shall bethe Record Holder of such Shares.

Section 4.4  Transfer Generally. Except asotherwise set forth in this Agreement, the term “transfer,” when used in thisAgreement with respect to any Shares, shall be deemed to refer to a transactionby which the holder of Shares assigns such Shares to another Person who is orbecomes a Shareholder, and

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includes a sale,assignment, gift, exchange or any other disposition by law or otherwise,including any transfer upon foreclosure of any pledge, encumbrance,hypothecation or mortgage. No Shares shall be transferred, in whole or in part,except in accordance with the terms and conditions set forth in thisArticle IV. To the fullest extent permitted by law, any transfer orpurported transfer of Shares not made in accordance with this Article IVshall be null and void.

## Section 4.5 Registration and Transfer of Shares.

### (a)   The Company shall keep or cause to be kept on behalf of the Company aregister that, subject to such reasonable regulations as it may prescribe, willprovide for the registration and transfer of both certificated anduncertificated Shares. The Transfer Agent is hereby appointed registrar andtransfer agent for the purpose of registering Shares and transfers of suchShares as herein provided.

### (b)   The Company shall not recognize transfers of Certificates evidencingShares unless such transfers are effected in the manner described in thisSection 4.5.  Upon surrender of a Certificate forregistration of transfer of any Shares evidenced by a Certificate in accordancewith this Agreement, the appropriate Officers of the Company shall execute anddeliver, and the Transfer Agent shall countersign and deliver, in the name ofthe holder or the designated transferee or transferees, as required pursuant tothe Record Holder’s instructions, one or more new Certificates evidencing thesame aggregate number and type of Shares as were evidenced by the Certificateso surrendered. The Company shall not recognize any transfer of certificatedShares until any Certificates evidencing such Shares are surrendered forregistration of transfer.  No chargeshall be imposed by the Company for such transfer; *provided that* as a condition to the issuance of any newCertificate under this Section 4.5(b), the Company may require the paymentof a sum sufficient to cover any tax or other governmental charge that may beimposed with respect thereto.

### (c)   By acceptance of the transfer of any Shares in accordance with thisSection 4.5, each transferee of Shares (including any nominee holder or anagent or representative acquiring such Shares for the account of anotherPerson) (i) shall be admitted to the Company as a Shareholder with respectto the Shares so transferred to such Person when any such transfer or admissionis reflected in the books and records of the Company, with or without executionof this Agreement, (ii) shall be bound by the terms of this Agreement,(iii) shall become the Record Holder of the Shares so transferred,(iv) represents that the transferee has the capacity, power and authorityto enter into this Agreement, (v) grants the power of attorney containedherein to the Officers of the Company and any Liquidator of the Company and(vi) makes the consents and waivers contained in this Agreement. Thetransfer of any Shares and the admission of any new Shareholder shall notconstitute an amendment to this Agreement.

# ARTICLE VIssuance of Shares

## Section 5.1 Issuance to Initial Shareholder.  Pursuantto the Original LLC Agreement, the Company issued one Common Share to theInitial Shareholder. The Initial Shareholder owns 1 Common Share at the time ofthe execution of this Agreement, representing all of the issued and outstandingShares.  Immediately prior to theDistribution on the Distribution Date, the Company will automatically be deemedto issue or have issued to the Initial Shareholder (which will continue to be amember of the Company through completion of the Distribution) such additionalCommon Shares so that the total number of Common Shares held by the InitialShareholder will be equal to the number of Common Shares required to bedistributed pursuant to the Transaction Agreement.  Upon completion of the Distribution andimmediately following the admission of at least one Shareholder as a member ofthe Company in connection therewith, the Initial Shareholder shall cease to bea member of the Company.

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## Unless otherwise specified by theBoard of Directors, no interest shall be paid by the Company on the capitalcontributions of any Shareholder, and no Shareholder shall be entitled to thewithdrawal or return of its capital contribution.

## Section 5.2 Rights of Holders of Common Shares.

## (a)  The only class or series of Shares authorizedand Outstanding on the date of this Agreement is the Common Shares. Allpreferences, voting powers, relative, participating, optional or other specialrights and privileges, and qualifications, limitations, or restrictions of theCommon Shares are expressly made subject and subordinate to those that may befixed by the Board of Directors with respect to any additional classes orseries of Shares.

(b) Except as otherwise required by law or this Agreementand subject to the preferential rights of any additional classes or series ofShares authorized by the Board of Directors, each holder of Common Shares shallhave one vote in respect of each Common Share held by such Shareholder ofrecord on the books of the Company on all matters submitted to a vote ofShareholders.

(c)  Subject to thepreferential rights of any additional classes or series of Shares authorized bythe Board of Directors, the holders of Common Shares shall be entitled toreceive, when, as and if declared by the Board of Directors of the Company, outof the assets of the Company which are by law available therefor, distributionspayable either in cash, in property or in securities of the Company.

(d)   In the event of any dissolution, liquidationor winding up of the affairs of the Company, after satisfaction (whether bypayment or reasonable provision for payment) of creditors of the Company andafter distribution in full of the preferential amounts, if any, to bedistributed to the holders of other securities of the Company, the holders ofCommon Shares shall be entitled to receive (with or without participation ofthe holders of other securities of the Company, as determined by the Board ofDirectors at the time of authorization of such securities) all of the remainingassets of the Company of whatever kind available for distribution to theholders of the Common Shares ratably in proportion to the number of CommonShares by them unless otherwise provided by law.

Section 5.3  Issuances of Additional Company Securities.

(a)   The Company may issueadditional Shares and other securities of the Company, and unsecured andsecured debt obligations, debt obligations convertible into any class or seriesof Shares, or any combination of the foregoing, and options, rights, warrants,appreciation rights and other derivative rights relating to the securities ofthe Company, for any Company purpose at any time and from time to time to suchPersons for such consideration and on such terms and conditions as the Board ofDirectors shall determine, all without the approval of any Shareholder.

(b)   Additional Shares authorized to be issued by the Company pursuant toSection 5.3(a) may be authorized and/or issued in one or more classes orseries, with such designations, preferences, rights, powers and duties (whichmay be senior to existing classes and series of Shares or other securities ofthe Company), as shall be fixed by the Board of Directors and reflected in awritten action or actions approved by the Board of Directors in compliance withSection  7.1(i) (each, a  *“Share Designation”),*including(i) the right to share in Company distributions; (ii) the rights upondissolution and liquidation of the Company; (iii) whether, and the termsand conditions upon which, the Company may redeem such class or series ofShares; (iv) whether such class or series of Shares is issued with theprivilege of conversion or exchange and, if so, the terms and conditions ofsuch conversion or exchange; (v) the terms and conditions upon which eachclass or series of Shares will be issued, evidenced (or not

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evidenced) by certificates and assigned or transferred; and(vii) the right, if any, of each such class or series of Shares to vote onCompany matters, including matters relating to the relative rights, preferencesand privileges of such class or series of Shares. A Share Designation (or any resolution of the Board of Directorsamending any Share Designation) shall be effective when a duly executed(executed in accordance with Section 7.1(i)) original of the same is deliveredto the Secretary of the Company for inclusion among the permanent records ofthe Company.  For the avoidance of doubt,any securities of the Company, in addition to additional classes or series ofShares, may be issued on such terms and conditions as the Board of Directorsmay determine.

### (c)   The Board of Directors shall take all actions that it determines to benecessary or appropriate in connection with (i) each issuance of Sharesand other securities of the Company,unsecured and secured debt obligations, debt obligations convertible into anyclass or series of Shares, or any combination of the foregoing, and options,rights, warrants, appreciation rights and other derivative rights relating tosecurities, issued pursuant to this Section 5.3; (ii) the admissionof additional Shareholders; and (iii) all additional issuances ofsecurities by the Company. The Board of Directors shall determine the relativedesignations, preferences, rights, powers and duties of the holders of theShares or other securities being so issued. The Board of Directors shall do allthings necessary to comply with the Delaware LLC Act and is authorized anddirected to do all things that it determines to be necessary or appropriate in connectionwith any future issuance of securities pursuant to the terms of this Agreement,including compliance with any statute, rule, regulation or guideline of anyfederal, state or other governmental agency or any National Securities Exchangeon which the Common Shares or other securities of the Company are listed fortrading.

## Section 5.4 No Preemptive Rights.  No Personshall have any preemptive, preferential or other similar right with respect tothe issuance of any securities of the Company, whether unissued, held in thetreasury or hereafter created.

## Section 5.5 Rights of Additional Classes and Series of Shares.Notwithstanding anything to the contrary contained in this Agreement, thevoting and other rights of a particular class or series of Shares are subjectto the voting and other rights of any class or series of Shares designated bythe Board of Directors.

## Section 5.6 Splits and Combinations.

### (a)   The Company may make a Pro Rata distribution of securities to all RecordHolders of one or more classes or series of Shares, or may effect a subdivisionor combination of any class or series of Shares.

### (b)   Whenever such a distribution, subdivision or combination is declared, theBoard of Directors shall select a Record Date as of which the distribution,subdivision or combination shall be effective and shall send notice thereof toeach applicable Record Holder thereof in compliance with all applicable lawsand rules of any National Securities Exchange on which the Common Sharesor other securities of the Company are listed for trading.

### (c)   Unless otherwise determined by the Board of Directors, the Company shallnot issue fractional Shares upon any distribution, subdivision or combinationof Shares. If a distribution, subdivision or combination of Shares would resultin the issuance of fractional Shares but for the contrary provisions hereof,then unless otherwise determined by the Board of Directors, each fractionalShare shall be rounded to the nearest whole Share (and a 0.5 Share shallbe rounded to the next higher Share).

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## Section 5.7 Fully Paid and Non-AssessableNature of Shares.  All Shares issued pursuant to, and inaccordance with the requirements of, this Article V shall be validlyissued, fully paid and non-assessable Shares of the Company, except to theextent otherwise provided in this Agreement or a Share Designation.

# ARTICLE VITax Treatment

## Section 6.1 Tax Treatment of the Company andthe Initial Shareholder Prior to the Distribution.  Prior tothe time of the Distribution, the Company shall be treated as a disregardedentity for all purposes under the Code pursuant toSection 301.7701-2(c)(2)(i) of the Treasury Regulations. The InitialShareholder intends that no action be taken to treat the Company as acorporation under the Code prior to the Distribution.

## Section 6.2 Tax Treatment of the Company andthe Shareholders Subsequent to the Distribution.  Subsequentto the Distribution, pursuant to Section 7704 of the Code, the Company will bea publicly traded partnership and be treated as if it were a corporation forall purposes under the Code.  As aresult, all Company items of income, gain, loss, deduction, expense and creditwill be treated as tax attributes of the Company, and, for purposes of the DelawareLLC Act, each Shareholder will have no claim on and no right to any such taxattributes of the Company, in the same manner as corporate shareholders under the Code and the Delaware GeneralCorporation Law.

# ARTICLE VIIManagement and Operation of Business

## Section 7.1 Board of Directors.

### (a)   Except as otherwise expressly provided in this Agreement, the businessand affairs of the Company shall be managed by or under the direction of aBoard of Directors (the *“Board of Directors”*)*.*As provided in Section 7.3, the Board of Directors shall have the power andauthority to appoint Officers of the Company. The Directors shall constitute “managers”within the meaning of the Delaware LLC Act. No Shareholder, by virtue of suchShareholder’s status as such, shall have any management power over the businessand affairs of the Company or actual or apparent authority to enter into,execute or deliver contracts on behalf of, or to otherwise bind, the Company.Except as otherwise specifically provided in this Agreement and to the extentpermitted by law, as near as practical, the authority, powers, functions and duties (including fiduciary duties)of the Board of Directors shall be identical to the authority, powers, functions and duties (including fiduciary duties)of the board of directors of a business corporation organized under theDelaware General Corporation Law. In addition to the powers that now orhereafter can be granted to managers under the Delaware LLC Act and to allother powers granted under any other provision of this Agreement subject to Section 7.3,the Board of Directors, without Shareholder approval, shall have full power andauthority to do, and to direct the Officers to do, all things (and on suchterms as it determines to be necessary or appropriate) to conduct the businessof the Company, to exercise all powers set forth in Section 2.4 and to effectuate the purposes set forth inSection 2.4, including the following:

| (i)    |   | the making of any expenditures, the lending or  borrowing of money, the assumption or guarantee of, or other contracting for,  indebtedness and other liabilities, the issuance of evidences of  indebtedness, including indebtedness that is convertible into or exchangeable  for Shares, and the incurring of any other obligations; |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                    |

 

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| (ii)   |   | the making of tax, regulatory and other filings, or  rendering of periodic or other reports to governmental or other agencies  having jurisdiction over the business or assets of the Company;                                                                                                                                                                 |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                           |
| (iii)  |   | the acquisition, disposition, mortgage, pledge,  encumbrance, hypothecation or exchange of any or all of the assets of the  Company or the transactions contemplated by Section 14.3(d);                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                           |
| (iv)   |   | the use of the assets of the Company (including cash  on hand) for any purpose consistent with the terms of this Agreement,  including the financing of the conduct of the operations of the Company and  its Subsidiaries; the lending of funds to other Persons; and the repayment of  obligations of the Company and its Subsidiaries;                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                           |
| (v)    |   | the negotiation, execution and performance of any  contracts, conveyances or other instruments (including instruments that limit  the liability of the Company under contractual arrangements to all or  particular assets of the Company);                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                           |
| (vi)   |   | the distribution of Company cash or other Company  assets;                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                           |
| (vii)  |   | the selection and dismissal of Officers, employees,  agents, outside attorneys, accountants, consultants and contractors and the  determination of their compensation and other terms of employment or hiring,  the creation and operation of employee benefit plans, employee programs and  employee practices;                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                           |
| (viii) |   | the maintenance of insurance for the benefit of the  Company, the Shareholders and the Indemnitees;                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                           |
| (ix)   |   | the formation of, or acquisition of an interest in, and  the contribution of property and the making of loans to, any limited or  general partnerships, joint ventures, corporations, limited liability  companies or other relationships;                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                           |
| (x)    |   | the control of any matters affecting the rights and  obligations of the Company, including the bringing and defending of actions  at law or in equity and otherwise engaging in the conduct of litigation,  arbitration or remediation, and the incurring of legal expense and the  settlement of claims and litigation;                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                           |
| (xi)   |   | the indemnification of any Person including, without  limitation, as set forth in Article X to the extent permitted by law;                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                           |
| (xii)  |   | the entering into of listing agreements with any  National Securities Exchange and the delisting of some or all of the Shares  from, or requesting that trading be suspended on, any such exchange;                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                           |
| (xiii) |   | the purchase, sale or other acquisition or  disposition of securities of the Company, or the issuance of unsecured and  secured debt obligations, debt obligations convertible into any class or  series of Shares, or any combination of the foregoing, or options, rights,  warrants, appreciation rights and other derivative rights relating thereto;  and |
|   |   |                                                                                                                                                                                                                                                                                                                                                           |
| (xiv)  |   | the entering into of agreements with any of its  Affiliates.                                                                                                                                                                                                                                                                                                   |

 

(b)           The Board of Directors may from time to time determine the number ofDirectors then constituting the whole Board of Directors, *provided that*, effective immediately afterthe Distribution,

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### such number shall be at leastthree and no more than seven.  Notwithstandingthe foregoing, the Board of Directors, by unanimous vote of the Directors thenin office, may change the minimum and maximum number of Directors;provided that the Board of Directors shallnot decrease the number of Persons that constitutes the whole Board ofDirectors if such decrease would shorten the term of any Director.

### (c)   Except as may be provided by the Board of Directorsin setting the terms of any class or series of Shares, any and all vacancies onthe Board of Directors may be filled only by the affirmative vote of a majorityof the remaining Directors in office, even if the remaining Directors do notconstitute a quorum, and any Director elected to fill a vacancy shall serve forthe remainder of the full term of the directorship in which such vacancyoccurred.

### (d)   Effective upon the Distribution, the Directors(other than any Director subsequently electedsolely by holders of one or more classes or series of Shares as specified bythe Board of Directors upon the authorization of such Shares) shall beclassified into three groups, Group I, Group II and Group III. The number ofDirectors in each class shall be as nearly equal in number as possible, asdetermined by the Board of Directors. Directors in Group I shall serve for aterm ending at the annual meeting of Shareholders to be held in 2008; Directorsin Group II shall serve for a term ending at the annual meeting of Shareholdersto be held in 2009; and Directors in Group III shall serve for a term ending atthe annual meeting of Shareholders to be held in 2010 and, in each such case,until their successors are duly elected or until their earlier death,resignation or removal. At each annualmeeting of the Shareholders, the successors to the class of Directors whoseterm expires at such meeting shall be elected by the Shareholders to holdoffice for a term expiring at the annual meeting of Shareholders held in thethird year following the year of their election and until their successors areduly elected.

### (e)   Effective upon the Distribution, three of the Directors shall be “Independent Directors,”as defined below, and the remaining twoDirectors shall be “Managing Directors.” “Independent Directors” shall be those directors who meet thequalifications as independent directors under the applicable rules of each National Securities Exchange on which the Common Shares or othersecurities of the Company are listed for trading and the Commission from time to time. “Managing Directors” shall mean Directors who are not IndependentDirectors.  If at any time the Board ofDirectors shall not be comprised of a majority of Independent Directors, theBoard of Directors shall take such actions as will cure such condition,including increasing the size of the Board of Directors and electing one ormore Independent Directors; provided that the fact that the Board of Directors does not have a majority ofIndependent Directors at any time or from time to time shall not affect thevalidity of any action taken by the Board of Directors.

### (f)    Effective upon the Distribution, the Group IDirectors, the Group II Directors  andthe Group III Directors shall be as specified in a written consent of theInitial Shareholder adopted prior to the Distribution.

### (g)   Directors need not be Shareholders. The Board of Directors may, from timeto time and by the adoption of resolutions, establish qualifications forDirectors.

### (h)   Unless otherwise required by law or the provisions hereof,

#### (i)                     each member of the Board of Directors shall haveone vote;

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#### (ii)                 the presence at a meeting of the Board of Directorsof a majority of the members of the Board of Directors shall constitute aquorum at any such meeting (or at any adjournment thereof) for the transactionof business; and

#### (iii)              the act of a majority of the members of the Boardof Directors present at a meeting of the Board of Directors at which a quorumis present shall be deemed to constitute the act of the Board of Directors.

### (i)    Regular meetings of the Board of Directors and any committee thereofshall be held at such times and places as shall be designated from time to timeby resolution of the Board of Directors or such committee. Notice of suchregular meetings shall not be required. Special meetings of the Board ofDirectors or meetings of any committee thereof may be called by the Chairman ofthe Board or the chairman of such committee, as the case may be, or on thewritten request of a majority of the Directors then in office or a majority ofthe committee members then in office, as applicable, to the Secretary, in eachcase on at least twenty-four hours personal, written, fax or other electronicnotice to each Director or committee member, which notice may be waived by anyDirector. Any such notice, or waiver thereof, need not state the purpose ofsuch meeting except as may otherwise be required by law. Attendance of aDirector at a meeting shall constitute a waiver of notice of such meeting,except where such Director attends the meeting for the express purpose ofobjecting to the transaction of any business on the ground that the meeting isnot lawfully called or convened. Any action required or permitted to be takenat a meeting of the Board of Directors, or any committee thereof, may be takenwithout a meeting, without prior notice and without a vote if a consent orconsents in writing, setting forth the action so taken, are signed by amajority of the members of the Board of Directors or committee. Members of theBoard of Directors or any committee thereof may participate in and hold ameeting by means of conference telephone, video conference or similarcommunications equipment by means of which all Persons participating in themeeting can hear each other at the same time, and participation in suchmeetings shall constitute presence in Person at the meeting.

### (j)    The Board of Directors may designate one or more committees, eachcommittee to consist of one or more of the Directors. The Board of Directorsmay designate one or more Directors as alternate members of any committee, whomay replace any absent or disqualified Director at any meeting of suchcommittee. Any such committee, to the extent provided in the resolution of theBoard of Directors or in this Agreement, shall have and may exercise all powersand authority of the Board of Directors in the management of the business andaffairs of the Company; but no such committee shall have the power or authorityin reference to the following matters: approving or adopting, or recommendingto the Shareholders, any action or matter expressly required by this Agreementor the Delaware LLC Act to be submitted to the Shareholders for approval, oradopting, amending or repealing any provision of this Agreement.  The Board of Directors, or, if authorized bythe Board in a committee charter or otherwise, the members of any committee maychoose a chairman, shall keep regular minutes of its proceedings and report thesame to the Board of Directors when requested, and, unless the same shall bedetermined by the Board of Directors, shall fix its own rules or procedures andshall meet at such times and at such place or places as may be provided by suchrules. Unless otherwise required by lawor the provisions hereof,

(i)        eachmember of a committee shall have one vote;

(ii)       thepresence at a meeting of a committee of a majority of the members of thecommittee shall constitute a quorum at any such meeting for the transaction ofbusiness; and

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(iii)      theact of a majority of the members of a committee present at a meeting of thecommittee at which a quorum is present shall be deemed to constitute the act ofthe committee.

### (k)   The Board of Directors may electone of its members as Chairman of the Board (the *“Chairman of the Board”*)*.*The Chairman of the Board, if any, and if present and acting, shall preside atall meetings of the Board of Directors and of Shareholders, unless otherwisedirected by the Board of Directors. If the Board of Directors does not elect aChairman or if the Chairman is absent from the meeting, the Chief ExecutiveOffer, if present and a Director, or any other Director chosen by the Board ofDirectors, shall preside. In the absence of a Secretary, the personpresiding over the meeting may appoint anyPerson to serve as secretary of themeeting.

### (l)    Unless otherwise restricted bylaw, the Board of Directors shall have the authority to fix the compensation ofthe Directors. The Directors may be paid their expenses, if any, of attendanceat each meeting of the Board of Directors and may be paid a fixed sum forattendance at each meeting of the Board of Directors or paid a stated salary orpaid other compensation as Director. No such payment shall preclude anyDirector from serving the Company in any other capacity and receivingcompensation therefor. Directors serving on special or standing committees may also be paid their expenses, if any,of and allowed compensation for attending committee meetings.

(m)  Subject to therights of holders of one or more future classes or series of Shares to elect orremove one or more Directors, any Director may be removed from office at anytime, but only for cause and then only by the unanimous vote of the otherDirectors then in office.  In addition,subject to the rights of holders of one or more future classes or series ofShares to elect or remove one or more Directors, the entire Board of Directors(but not less than the entire Board of Directors) may be removed from office atany time, but only for cause and then only by Share Super-Majority Approval.For the purpose of this paragraph, “cause” shall mean, with respect to anyparticular Director, incapacity,conviction of a felony or a final judgment ofa court of competent jurisdiction holding that such Director causeddemonstrable, material harm to the Company through bad faith or active anddeliberate dishonesty.

## Section 7.2 Certificate of Formation.  TheCertificate of Formation has been filed with the Secretary of State of Delawareas required by the Delaware LLC Act. The Board of Directors shall use allreasonable efforts to cause to be filed such other certificates or documentsthat it determines to be necessary or appropriate for the formation,continuation, qualification and operation of a limited liability company in theState of Delaware or any other state in which the Company may elect to dobusiness or own property. To the extent that the Board of Directors determinessuch action to be necessary or appropriate, the Board of Directors shall directthe appropriate Officers of the Company to file amendments to and restatementsof the Certificate of Formation and do all things to maintain the Company as alimited liability company under the laws of the State of Delaware or of anyother state in which the Company may elect to do business or own property. The Company shall not be required, before or afterfiling, to deliver or mail a copy of the Certificate of Formation, anyqualification document or any amendment thereto to any Shareholder.

## Section 7.3 Officers.

### (a)   The Board of Directors shallhave the power and authority to appoint such officers with such titles,authority and duties as determined by the Board of Directors. Such Persons sodesignated by the Board of Directors shall be referred to as *“Officers.”*Except as otherwisespecifically provided in this Agreement and to the extent permitted by law, asnear as practical, the authority, powers, functions and duties (includingfiduciary duties) of the Officers shall be identical to the authority, powers,functions and

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### duties (including fiduciary duties) of theofficers of a business corporation organized under the Delaware GeneralCorporation Law. Unless provided otherwise byresolution of the Board of Directors, the Officers shall have the titles,power, authority and duties described below in this Section 7.3.

### (b)   The Officers of the Companyshall include a Chief Executive Officer, a President, and a Secretary, and mayalso include a Chairman of the Board, a Vice Chairman, Chief Financial Officer, Chief Operating Officer, Treasurer, one or more Vice Presidents (who maybe further classified by such descriptions as “executive,” “senior,” “assistant”or otherwise, as the Board of Directors shall determine), one or more AssistantSecretaries and one or more Assistant Treasurers. Officers shall be elected bythe Board of Directors from time to time as the Board of Directors considersappropriate. Each Officer shall hold office until his successor is elected andqualified or until his earlier death, resignation or removal. Any number ofoffices may be held by the same Person. The compensation of Officers elected bythe Board of Directors shall be fixed from time to time by the Board ofDirectors or by such Officers as may be designated by resolution of the Boardof Directors.

### (c)   Any Officer may resign at anytime upon written notice to the Company. Any Officer, agent or employee of theCompany may be removed by the Board of Directors with or without cause at anytime. The Board of Directors may delegate the power of removal as to officers,agents and employees who have not been appointed by the Board of Directors.Such removal shall be without prejudice to a Person’s contract rights, if any,but the appointment of any Person as an Officer, agent or employee of theCompany shall not of itself create contract rights.

### (d)   Subject to the control of theBoard of Directors and the executive committee (if any) of the Board ofDirectors, the Chief Executive Officer shall have general executive charge, managementand control of the properties, business and operations of the Company with allsuch powers as may be reasonably incident to such responsibilities; he or shemay employ and discharge employees and agents of the Company except such asshall be appointed by the Board of Directors, and he or she may delegate thesepowers; he or she may agree upon and execute all leases, contracts, evidencesof indebtedness and other obligations in the name of the Company, and shallhave such other powers and duties as designated in accordance with thisAgreement and as from time to time may be assigned by the Board of Directors.

### (e)   If elected, the Chairman of theBoard shall have such powers and duties as are designated in this Agreement and as from time to time may be assigned bythe Board of Directors.

### (f)    Unless the Board of Directorsotherwise determines, the President shall have such powers and duties asare designated in accordance with thisAgreement and as from time to time may be assigned by the Board of Directors.

### (g)   In the absence of the President,or in the event of the President’s inability or refusal to act, a VicePresident designated by the Board of Directors shall perform the duties of thePresident, and when so acting shall have all the powers of and be subject toall the restrictions upon the President. In the absence of a designation by theBoard of Directors of a Vice President to perform the duties of the President,or in the event of his absence or inability or refusal to act, the VicePresident who is present and who is senior in terms of uninterrupted time as aVice President of the Company shall so act. The Vice President shall performsuch other duties and have such other powers as the President or the Board ofDirectors may from time to time prescribe.

### (h)   The Treasurer shall haveresponsibility for the custody and control of all the funds and securities ofthe Company and shall have such other powers and duties as are designated inaccordance

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### with this Agreement and as fromtime to time may be assigned to the Treasurer by the Board of Directors. TheTreasurer shall perform all acts incident to the position of Treasurer, subjectto the control of the Chief Executive Officer and the Board of Directors. EachAssistant Treasurer shall have such powers and duties as are designated inaccordance with this Agreement and as from time to time may be assigned by theTreasurer or the Board of Directors. The Assistant Treasurers shall exercisethe powers of the Treasurer during that Officer’s absence or inability orrefusal to act.

### (i)    The Secretary shall issue allauthorized notices for, and shall keep minutes of, all meetings of theShareholders and the Board of Directors. The Secretary shall have charge of theCompany’s minute books and shall perform such other duties as the Board ofDirectors may from time to time prescribe. In the absence or inability to actof the Secretary, any Assistant Secretary may perform all the duties andexercise all the powers of the Secretary. The performance of any such dutyshall, in respect of any other Person dealing with the Company, be conclusiveevidence of the power to act. An Assistant Secretary shall also perform suchother duties as the Secretary or the Board of Directors may assign.

### (j)    Unless the Board of Directorsotherwise determines and subject to such limitations as the Board of Directorsmay adopt, each Officer shall have the authority to agree upon and execute allleases, contracts, evidences of indebtedness and other obligations in the nameof the Company.  The Board of Directorsmay from time to time delegate all or a portion of the powers or duties of anyOfficer to any other Officers or agents, notwithstanding any provision hereof.

### (k)   Unless otherwise directed by theBoard of Directors, the Chief Executive Officer, the President or any Officerof the Company authorized by the Chief Executive Officer shall have power tovote and otherwise act on behalf of the Company, in person or by proxy, at anymeeting of shareholders of or with respect to any action of equity holders ofany other entity in which the Company may hold securities and otherwise toexercise any and all rights and powers which the Company may possess by reasonof its ownership of securities in such other entities.

## Section 7.4 Outside Activities.  Unlessotherwise provided in a written agreement with the Company, notwithstanding anyduty (including any fiduciary duty) that might otherwise exist in law orequity, it shall not be a breach of any duty (including any fiduciary duty) orany other obligation of any type whatsoever of any Director for suchDirector or Affiliates of such Director toengage in outside business interests and activities in preference to or to theexclusion of the Company or in direct competition with the Company; *provided that* no confidential information of the Company may beused by any such Person. Notwithstanding any duty (including any fiduciaryduty) that might otherwise exist in law or equity, Directors shall have noobligation hereunder or as a result of any duty expressed or implied by law topresent business opportunities to the Company that may become available to suchDirector or to Affiliates of such Director.

## Section 7.5 Resolution of Conflicts ofInterest; Standards of Conduct and Modification of Duties.

### (a)   Unless otherwise expresslyprovided in this Agreement or required by the Delaware LLC Act, whenever apotential conflict of interest exists or arises between any Shareholder or an Affiliate thereof, and/or one ormore Directors or their respective Affiliates and/or the Company, anyresolution or course of action by the Board of Directors in respect of suchconflict of interest shall be permitted and deemed approved by allShareholders, and shall not constitute a breach of this Agreement, of anyagreement contemplated herein, or of any duty stated or implied by law orequity, including any fiduciary duty, if the resolution or course of action inrespect of such conflict of interest is (i) approved by a Share Plurality (withinterested Shareholders not counted for any purpose), or (ii) on terms no less favorable to the Companythan those generally being provided to or available from unrelated third

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### parties or (iii) fair andreasonable to the Company, taking into account the totality of therelationships between the parties involved (including other transactions thatmay be particularly favorable or advantageous to the Company). It shall bepresumed that, in making its decision and notwithstanding that such decisionmay be interested, the Board of Directors acted properly and in accordance withits duties (including fiduciary duties), and in any proceeding brought by or onbehalf of any Shareholder or the Company challenging such approval, the Personbringing or prosecuting such proceeding shall have the burden of overcomingsuch presumption by clear and convincing evidence.

## Section 7.6 Duties of Officers and Directors.

### (a)    Except as otherwise expresslyprovided in this Agreement, the duties (including fiduciary duties) and obligations owed to the Company and to theShareholders by the Officers and Directors shall be the same as the respectiveduties and obligations owed to a business corporation organized under theDelaware General Corporation Law and its shareholders by its officers and directors, respectively.

### (b)   Each Director shall, in theperformance of his or her duties, be fully protected in relying in good faithupon the records of the Company and on such information, opinions, reports orstatements presented to the Company by any of the Company’s Officers oremployees, or committees of the Board of Directors, or by any other Person asto matters the Director reasonably believes are within such other Person’sprofessional or expert competence.

### (c)   The Board of Directors shallhave the right, in respect of any of its powers or obligations hereunder, toact through a duly appointed attorney or attorneys-in-fact or the dulyauthorized Officers of the Company.

## Section 7.7 Purchase or Sale of CompanySecurities.  The Board of Directors may cause the Companyor its designee to purchase or otherwise acquire Shares or any other securitiesof the Company.

## Section 7.8 Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Persondealing with the Company shall be entitled to assume that the Board ofDirectors and any Officer authorized by the Board of Directors to act on behalfof and in the name of the Company has full power and authority to encumber,sell or otherwise use in any manner any and all assets of the Company and to enterinto any authorized contracts on behalf of the Company, and such Person shallbe entitled to deal with the Board of Directors or any Officer as if it werethe Company’s sole party in interest, both legally and beneficially. EachShareholder hereby waives any and all defenses or other remedies that may beavailable against such Person to contest, negate or disaffirm any action of theBoard of Directors or any Officer in connection with any such dealing. In noevent shall any Person dealing with the Board of Directors or any Officer orits representatives be obligated to ascertain that the terms of this Agreementhave been complied with or to inquire into the necessity or expedience of anyact or action of the Board of Directors or any Officer or its representatives.Each and every certificate, document or other instrument executed and deliveredon behalf of the Company by the Board of Directors or any Officer or itsrepresentatives shall be conclusive evidence in favor of any and every Personrelying thereon or claiming thereunder that (a) at the time of theexecution and delivery of such certificate, document or instrument, thisAgreement was in full force and effect, (b) the Person executing anddelivering such certificate, document or instrument was duly authorized andempowered to do so for and on behalf of the Company and (c) suchcertificate, document or instrument was duly executed and delivered inaccordance with the terms and provisions of this Agreement and is binding uponthe Company.

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# ARTICLE VIII

**Restrictions on Transfer and Ownership of Shares**

## Section 8.1     Definitions. For the purpose of this Article VIII, the following terms shall havethe following meanings:

*“Charitable Beneficiary”* shall mean one or morebeneficiaries of the Charitable Trust as determined pursuant to Section 8.3(g), *provided that* each such organization must be described inSections 501(c)(3), 170(b)(1)(A) (other than clause (vii) or (viii) thereof)and 170(c)(2) of the Code and contributions to each such organization must beeligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 ofthe Code.

* “CharitableTrust”* shall mean any trust provided for in Section 8.2(a)(ii) and Section 8.3(a).

*“Charitable Trustee”* shall mean the Person,unaffiliated with the Company and a Prohibited Owner, that is appointed by theCompany from time to time to serve as trustee of the Charitable Trust.

*“Closing Price”*with respect to Shares onany date shall mean the last sale price for such Shares, regular way, or, incase no such sale takes place on such day, the average of the closing bid andasked prices, regular way, for such Shares, in either case as reported on theprincipal consolidated transaction reporting system with respect to suchShares, or if such Shares are not listed or admitted to trading on any NationalSecurities Exchange, the last sale price in the over-the-counter market, or ifno trading price is available for such Shares, the fair market value of suchShares as determined in good faith by the Board of Directors.

* “ConstructiveOwnership”* shall mean ownership of Shares by a Person, whether the interest inShares is held directly or indirectly (including by a nominee), and shallinclude any interests that would be treated as owned through the application ofSection 318(a) of the Code, as modified by Section 856(d)(5) of the Code. Theterms “Constructive Owner,” “Constructively Owns” and “Constructively Owned”shall have the correlative meanings.

*“Excepted Holder”* shall mean a Shareholderfor whom an Excepted Holder Limit is created by the Board of Directors pursuantto Section 8.2(f)(i).

*“Excepted Holder Limit”* shall mean, providedthat and only so long as the affected Excepted Holder complies with all of therequirements established by the Board of Directors pursuant to Section 8.2(f), and subject to adjustmentpursuant to Section 8.2(f)(iv),the percentage limit established by the Board of Directors pursuant to Section 8.2(f).

*“Excluded Holder”* shall mean any Personwho acquires Constructive Ownership of Common Shares solely by reason of theTransfer of Common Shares in the Distribution and who, immediately followingthe Distribution, Constructively Owns Common Shares in excess of the OwnershipLimit solely by reason of such Transfer of Common Shares in the Distribution.

 *“Excluded Holder Limit”* shall mean, withrespect to any Excluded Holder, the Shares that such Excluded Holder wasconsidered to Constructively Own immediately following the Distribution solelyby reason of the Distribution (taking into account only such Shares and noother Shares as to which such Person may thereafter become, for any reason, theConstructive Owner); *provided, however,*that (i) if the amount of Shares such Excluded Holder is considered to Constructively Own decreases by disposition or otherwise, but remains higher than theOwnership Limit, then such

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decreased amount shall become the Excluded Holder Limit,and (ii) if at any time the Excluded Holder Limit for any Excluded Holder wouldbe less than the Ownership Limit, such Excluded Holder shall cease to be anExcluded Holder and the Ownership Limit shall thereafter apply to such Person.

*“Market Price”* on any date shall mean,with respect to any class or series of Shares, the Closing Price for suchShares on such date.

*“Ownership Limit”* shall mean (i) withrespect to Common Shares, 9.8% (in value or number of shares, whichever is morerestrictive) of the Outstanding Common Shares; and (ii) with respect to anyother class or series of Shares, 9.8% (in value or number of shares, whicheveris more restrictive) of the Outstanding Shares of such class or series.

*“Person”*shall have the meaningset forth in Section 1.1 and also includes a group as that term is used forpurposes of Section 13(d)(3) of the Exchange Act; provided, however, that theterm “Person” shall not include any “group” as that term is used for purposesof Section 13(d)(3) of the Exchange Act, if such “group” would be an ExcludedHolder (but any Person that is a member of such “group” shall still beconsidered to be a “Person” for purposes hereof).

*“Prohibited Owner”* shall mean any Personwho, but for the provisions of Section 8.2(a),would Constructively Own Shares in excess of the Ownership Limitation, and if appropriate inthe context, shall also mean any Person who would have been the Record Holderof Shares that the Prohibited Owner would have so owned.

*“Transfer”* shall mean any issuance,sale, transfer, gift, assignment, devise or other disposition, as well as anyother event (or any agreement to take any such actions or cause any suchevents) that causes any Person to acquire Constructive Ownership of Shares orthe right to vote or receive distributions on Shares, including withoutlimitation, (a) the transfer of Shares to holders of common shares of HPT inthe Distribution, (b) any change in the capital structure of the Company whichhas the effect of increasing the total equity interest of any Person in theCompany, (c) a change in the relationship between two or more Persons whichcauses a change in ownership of Shares by application of Section 318(a) of theCode, as modified by Section 856(d)(5) of the Code, (d) the grant or exerciseof any option or warrant (or any disposition of any option or warrant, or anyevent that causes any option or warrant not theretofore exercisable to becomeexercisable), pledge, security interest or similar right to acquire Shares, (e)any disposition of any securities or rights convertible into or exchangeablefor Shares or any interest in Shares or any exercise of any such conversion orexchange right, and (f) transfers of interests in other entities that result inchanges in Constructive Ownership of Shares, in each case, whether voluntary orinvoluntary, whether owned of record or Constructively Owned, and whether byoperation of law or otherwise. The terms “Transferring” and “Transferred” shallhave the correlative meanings.

## Section 8.2  Restrictions on Ownership and Transfer of Shares.

### (a)   Ownership Limitations. Commencing on the Distribution Date:

#### (i)        Basic Restrictions.  (A) NoPerson, other than an Excepted Holder or an Excluded Holder, shallConstructively Own Shares in excess of the Ownership Limit, (B) no ExceptedHolder shall Constructively Own Shares in excess of the Excepted Holder Limitfor such Excepted Holder, and (C) no Excluded Holder shall Constructively OwnShares in excess of the Excluded Holder Limit for such Excluded Holder.

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#### (ii)     Transfer in Trust. If any Transfer of Shares occurs (whether or not such Transfer is theresult of a transaction entered into through the facilities of a NationalSecurities Exchange or automated inter-dealer quotation system) which, ifeffective, would result in any Person Constructively Owning Shares in violationof Section 8.2(a)(i)(A), 8.2(a)(i)(B) or 8.2(a)(i)(C), as applicable; (x) thenthat number of Shares the Constructive Ownership of which otherwise would causesuch Person to violate Section 8.2(a)(i)(A), 8.2(a)(i)(B) or 8.2(a)(i)(C)(rounded upward to the nearest whole share) shall be automatically transferredto a Charitable Trust for the benefit of a Charitable Beneficiary, as describedin Section 8.3, effective as of the close of business on the Business Day priorto the date of such Transfer (or as of the close of business on theDistribution Date as to any such Transfer that occurs on the DistributionDate), and such Person shall acquire no rights in such Shares; or (y) if thetransfer to the Charitable Trust described in clause (x) of this sentence wouldnot be effective for any reason to prevent the violation of Section8.2(a)(i)(A), 8.2(a)(i)(B) or 8.2(a)(i)(C), as applicable, then, to the fullestextent permitted by law, the Transfer of that number of Shares that otherwisewould cause any Person to violate Section 8.2(a)(i)(A), 8.2(a)(i)(B) or8.2(a)(i)(C), as applicable, shall be void *abinitio*, and the intended transferee shall acquire no rights in suchShares.

### (b)   Remedies for Breach. If the Board of Directors or any duly authorizedcommittee thereof shall at any time determine that a Transfer or other eventhas taken place that results in a violation of Section 8.2(a)(i) or that aPerson intends to acquire or has attempted to acquire Constructive Ownership ofany Shares in violation of Section 8.2(a)(i) (whether or not such violation isintended), the Board of Directors or a committee thereof shall take such actionas it deems advisable to refuse to give effect to or to prevent such Transferor other event, including, without limitation, causing the Company to redeemShares, refusing to give effect to such Transfer on the books of the Company orinstituting proceedings to enjoin such Transfer or other event (and such Personshall be liable, without limitation, for all costs incurred in connectiontherewith and pursuant to Section 10.3); *provided,however,* that any Transfer or attempted Transfer or other event inviolation of Section 8.2(a)(i) shall automatically result in the transfer tothe Charitable Trust described above, and, where applicable under Section8.2(a)(ii)(y) such Transfer (or otherevent) shall, to the fullest extent permitted by law, be void *ab initio* as provided above irrespectiveof any action (or non-action) by the Board of Directors or a committee thereof.

### (c)   Notice of Restricted Transfer.  Any Personwho acquires or attempts or intends to acquire Constructive Ownership of Sharesthat will or may violate Section 8.2(a)(i), or any Person who would have ownedShares that resulted in a transfer to the Charitable Trust pursuant to theprovisions of Section 8.2(a)(ii)(x), shall immediately give written notice to theCompany of such event, or in the case of such a proposed or attemptedtransaction, give at least 15 days prior written notice, and shall provide tothe Company such other information as the Company may request.

### (d)   Owners Required to ProvideInformation. Commencing on theDistribution Date, every Shareholder of record of more than five percentof the Outstanding Shares of any series or class, within 30 days after the endof each taxable year and also within 30 days after a request from the Company,shall give written notice to the Company stating the name and address of suchowner, the number of Shares owned, and a description of the manner in whichsuch Shares are held; *provided that*a Shareholder of record who holds Outstanding Shares as nominee for anotherPerson, which other Person is required to include in gross income thedistributions received on such Shares (an *“ActualOwner”*)*,* shall givewritten notice to the Company stating the name and address of such Actual Ownerand the number of Shares of such Actual Owner with respect to which theShareholder of record is nominee. Each such Shareholder of record and eachActual Owner shall provide to the Company such additional information as theCompany may request in order to ensure compliance with the Ownership Limit.

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### (e)   Ambiguity. In the case of an ambiguity in the application ofany of the provisions of this Section 8.2, Section 8.3 or any definitioncontained in Section 8.1, the Board of Directors shall have the power todetermine the application of the provisions of this Section 8.2 or Section 8.3with respect to any situation based upon the facts known to it. If Section 8.2or 8.3 requires an action by the Board of Directors and this Agreement does notcontain a specific provision authorizing such action, the Board of Directorsshall have the power to determine the action to be taken so long as such actionis not contrary to the provisions of Section 8.1, Section 8.2 or Section 8.3.

### (f)    Exceptions.

#### (i)                    The Board of Directors, in its sole and absolutediscretion (without the application to the fullest extent permitted by law ofany fiduciary duty), may grant to any Person who makes a request therefor (a *“Requesting Person”)* an exception to theOwnership Limit (or one or more elements thereof) with respect to the ownershipof any series or class of Shares, subject to the following conditions andlimitations: (A) (1) the Board of Directors shall have determined, in its soleand absolute discretion (without the application to the fullest extentpermitted by law of any fiduciary duty), that the Requesting Person’s ownershipof Shares in excess of the Ownership Limit pursuant to the exception requestedhereunder (together with the ownership of Shares by all other Persons aspermitted under this Article VIII, taking into account any previously grantedexceptions pursuant hereto) would not cause a default under the terms of anycontract to which the Company is a party or reasonably expects to become aparty and (2) the Board of Directors shall have determined, in its sole andabsolute discretion (without the application to the fullest extent permitted bylaw of any fiduciary duty), and in the case of each individual Director, in hisbusiness judgment, that the Requesting Person’s ownership of Shares in excessof the Ownership Limit pursuant to the exception requested hereunder (togetherwith the ownership of Shares by all other Persons as permitted under thisArticle VIII, taking into account any previously granted exceptions pursuanthereto) is in the best interests of the Company; and (B) such Requesting Personprovides to the Board of Directors, for the benefit of the Company, suchrepresentations and undertakings, if any, as the Board of Directors may, in itssole and absolute discretion (without the application to the fullest extentpermitted by law of any fiduciary duty), determine to be necessary in order forit to make the determination that the conditions set forth in clause (A) aboveof this Section 8.2(f)(i) have been and/or will continue to be satisfied(including, without limitation, an agreement as to a reduced Ownership Limit orExcepted Holder Limit for such Requesting Person with respect to theConstructive Ownership of one or more other classes or series of Shares notsubject to the exception), and such Requesting Person agrees that any violationof such representations and undertakings or any attempted violation thereofwill result in the application of the remedies set forth in Section 8.2(b) withrespect to Shares held in excess of the Ownership Limit or the Excepted HolderLimit (as may be applicable) with respect to such Requesting Person (determinedwithout regard to the exception granted such Requesting Person under thissubparagraph (i)). If a member of the Board of Directors requests that theBoard of Directors grant an exception pursuant to this subsection (f) withrespect to such member, or with respect to any other Person if such member ofthe Board of Directors would be considered to be the Constructive Owner ofShares owned by such other Person, such member of the Board of Directors shallnot participate in the decision of the Board of Directors as to whether togrant any such exception.

#### (ii)                 Indetermining whether to grant any exemption pursuant to Section 8.2(f)(i), theBoard of Directors may, but need not, consider, among other factors, (A) thegeneral reputation and moral character of the Requesting Person, (B) whetherownership of Shares would be direct or through ownership attribution, (C)whether the Requesting Person’s ownership of Shares would interfere 

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#### with theconduct of the Company’s business, (D) whether granting an exemption for theRequesting Person would adversely affect any of the Company’s existingcontractual arrangements, and (E) whether the Requesting Person to whom theexemption would apply is attempting to change control of the Company or affectits policies in a way which the Board of Directors, in its sole and absolutediscretion (without the application to the fullest extent permitted by law ofany fiduciary duty), considers adverse to the best interest of the Company orthe Shareholders. Nothing in this Section 8.2(f)(ii) shall be interpreted tomean that the Board of Directors may not act in its sole and absolutediscretion (without the application to the fullest extent permitted by law ofany fiduciary duty) in making any determination under Section 8.2(f)(i).

#### (iii)              An underwriter or initial purchaser thatparticipates in a public offering or a private placement of Shares (orsecurities convertible into or exchangeable for Shares) may Constructively OwnShares (or securities convertible into or exchangeable for Shares) in excess ofthe Ownership Limit, but only to the extent necessary to facilitate such publicoffering or private placement as determined by the Board of Directors.

#### (iv)             The Board of Directors may reduce the ExceptedHolder Limit for an Excepted Holder only: (1) with the written consent of suchExcepted Holder or (2) pursuant to the terms and conditions of the agreementsand undertakings entered into with such Excepted Holder in connection with theestablishment of the Excepted Holder Limit for that Excepted Holder.

#### (v)                Tothe fullest extent permitted by law, any determination made by the Board ofDirectors with respect to the provisions of Section 8.2(f) may be made withoutregard to any fiduciary or other duties that the Board of Directors may have tothe Prohibited Owner or any other Person.

### (g)   Increase or Decrease inOwnership Limit. The Board ofDirectors may from time to time increase or decrease the Ownership Limit,provided that any decrease may be made only prospectively as tosubsequent holders (other than a decrease as a result of a retroactive changein existing law, in which case such change shall be effective immediately).

### (h)   Legend. Unless otherwise provided by the Board ofDirectors, each certificate for Shares (or securities exercisable for orconvertible into Shares) shall bear a legend with respect to the restrictionscontained in this Agreement in such form as shall be prescribed by the Board ofDirectors.  Instead of the foregoinglegend, the certificate may state that the Company will furnish a fullstatement about certain restrictions on transferability to a Shareholder onrequest and without charge.

### (i)    No Recourse. A Prohibited Owner shall have no claim, cause ofaction or other recourse whatsoever against the purported transferor of Sharescausing the violation of the restrictions set forth in Section 8.2(a).

## Section 8.3 Transfer of Shares.

### (a)   Ownership in Trust. Upon any purported Transfer or other eventdescribed in Section 8.2(a)(ii) that would result in a transfer of Shares to aCharitable Trust, such Shares shall be deemed to have been transferred to theCharitable Trustee as trustee of a Charitable Trust for the exclusive benefitof one or more Charitable Beneficiaries (except to the extent otherwiseprovided in Section 8.3(e)). Such transfer to theCharitable Trustee shall be deemed to be effective as of the close of businesson the Business Day prior to any other purported Transfer or other event thatotherwise results in the transfer to the Charitable Trust pursuant to Section 8.2(a)(ii)(or as of the close of business on the Distribution Date if

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### such other purported Transfer orother event occurs on that date). The Charitable Trustee shall be appointed bythe Company and shall be a Person unaffiliated with the Company and anyProhibited Owner. Each Charitable Beneficiary shall be designated by theCompany as provided in Section 8.3(g).

### (b)   Status of Shares Held by theCharitable Trustee. Shares held bythe Charitable Trustee shall be issued and Outstanding Shares of the Company.The Prohibited Owner shall (i) have no rights in the Shares held by theCharitable Trustee; (ii) not benefit economically from ownership of any Sharesheld in trust by the Charitable Trustee (except to the extent otherwiseprovided in Section 8.3(e)); (iii) have no rights to dividends or other distributions; (iv) notpossess any rights to vote or other rights attributable to the Shares held inthe Charitable Trust; and (v) have no claim, cause of action or other recoursewhatsoever against the purported transferor of such Shares.

### (c)   Dividend and Voting Rights. The Charitable Trustee shall have all votingrights and rights to dividends or other distributions with respect to Sharesheld in the Charitable Trust, which rights shall be exercised for the exclusivebenefit of the Charitable Beneficiary (except to the extent otherwise providedin Section 8.3(e)).Any dividend or other distribution paid prior to the discovery by the Companythat Shares have been transferred to the Charitable Trustee shall be paid withrespect to such Shares to the Charitable Trustee by the Prohibited Owner upondemand and any dividend or other distribution authorized but unpaid shall be paidwhen due to the Charitable Trustee. Any dividends or distributions so paid overto the Charitable Trustee shall be held in trust for the CharitableBeneficiary. The Prohibited Owner shall have no voting rights with respect toShares held in the Charitable Trust and, effective as of the date that Shareshave been transferred to the Charitable Trustee, the Charitable Trustee shallhave the authority (at the Charitable Trustee’s sole discretion) (i) to rescindas void any vote cast by a Prohibited Owner prior to the discovery by theCompany that Shares have been transferred to the Charitable Trustee and (ii) torecast such vote in accordance with the desires of the Charitable Trusteeacting for the benefit of the Charitable Beneficiary; *provided, however*, that if the Company hasalready taken irreversible corporate action, then the Charitable Trustee shallnot have the power to rescind and recast such vote. Notwithstanding theprovisions of this Article VIII, until the Company has received notificationthat Shares have been transferred into a Charitable Trust, the Company shall beentitled to rely on its stock transfer and other Shareholder records forpurposes of preparing lists of Shareholders entitled to vote at meetings,determining the validity and authority of proxies, and otherwise conductingvotes of Shareholders.

### (d)   Rights upon Liquidation. Upon any voluntary or involuntary liquidation,dissolution or winding up of or any distribution of the assets of the Company,the Charitable Trustee shall be entitled to receive, ratably with each otherholder of Shares of the class or series of Shares that is held in theCharitable Trust, that portion of the assets of the Company available fordistribution to the holders of such class or series (determined based upon theratio that the number of Shares of such class or series of Shares held by theCharitable Trustee bears to the total number of Shares of such class or seriesof Shares then outstanding). The Charitable Trustee shall distribute any suchassets received in respect of the Shares held in the Charitable Trust in anyliquidation, dissolution or winding up or distribution of the assets of theCompany, in accordance with Section 8.3(e).

### (e)   Sale of Shares by CharitableTrustee.

#### (i)                    Within 20 days of receiving notice from the Companythat Shares have been transferred to the Charitable Trust, the CharitableTrustee shall sell the Shares held in the Charitable Trust (together with theright to receive dividends or other distributions with respect to such Shares asto any Shares transferred to the Charitable Trustee as a result of theoperation of Section 8.2(a)(ii)) to a Person, designated by the CharitableTrustee, whose ownership of the Shares

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#### will not violate the ownership limitations set forth in Section 8.2(a)(i). Uponsuch sale, the interest of the Charitable Beneficiary in the Shares sold shallterminate and the Charitable Trustee shall distribute the net proceeds of thesale to the Prohibited Owner and to the Charitable Beneficiary as provided inthis Section 8.3(e).

#### (ii)               A Prohibited Owner shall receive the lesser of (1)the net price paid by the Prohibited Owner for the Shares or, if the ProhibitedOwner did not give value for the Shares in connection with the event causingthe Shares to be held in the Charitable Trust (e.g., in the case of a gift,devise or other such transaction), the Market Price of the Shares on the day ofthe event causing the Shares to be held in the Charitable Trust, and (2) thenet sales proceeds received by the Charitable Trustee from the sale or otherdisposition of the Shares held in the Charitable Trust. Any net sales proceedsin excess of the amount payable to the Prohibited Owner shall be immediatelypaid to the Charitable Beneficiary. If, prior to the discovery by the Companythat Shares have been transferred to the Charitable Trustee, such Shares aresold by a Prohibited Owner, then (i) such Shares shall be deemed to have beensold on behalf of the Charitable Trust and (ii) to the extent that theProhibited Owner received an amount for such Shares that exceeds the amountthat such Prohibited Owner was entitled to receive pursuant to this Section 8.3(e), such excess shall be paid to the CharitableTrustee upon demand.

### (f)    Purchase Right in SharesTransferred to Trustee. Sharestransferred to the Charitable Trustee shall be deemed to have been offered forsale to the Company, or its designee, at a price per Share equal to the lesserof (i) the price per Share in the transaction that resulted in such transfer tothe Charitable Trust (or, in the case of a devise, gift or other suchtransaction, the Market Price per such Share on the day of the event causingthe Shares to be held in the Charitable Trust) and (ii) the Market Price persuch Share on the date the Company, or its designee, accepts such offer. TheCompany shall have the right to accept such offer until the Charitable Trusteehas sold the Shares held in the Charitable Trust pursuant to Section 8.3(e). Upon such a sale to the Company, the interest ofthe Charitable Beneficiary in the Shares sold shall terminate and theCharitable Trustee shall distribute the net proceeds of the sale to theProhibited Owner and the Charitable Beneficiary as provided in Section 8.3(e).

### (g)   Designation of CharitableBeneficiaries. By written noticeto the Charitable Trustee, the Company shall designate from time to time one ormore nonprofit organizations to be the Charitable Beneficiary of the interestin the Charitable Trust such that (i) Shares held in the Charitable Trust wouldnot violate the restrictions set forth in Section 8.2(a)(i) inthe hands of such Charitable Beneficiary and (ii) contributions to each suchorganization must be eligible for deduction under each of Sections170(b)(1)(A), 2055 and 2522 of the Code.

## Section 8.4 Transactions on a NationalSecurities Exchange.  Nothing in this Article VIII shall precludethe settlement of any transaction entered into through the facilities of aNational Securities Exchange or any automated inter-dealer quotation system.The fact that the settlement of any transaction takes place shall not negatethe effect of any other provision of this Article VIII and any transferee in such a transaction shall besubject to all of the provisions and limitations set forth in this Article VIII.

## Section 8.5  Enforcement.  TheCompany is authorized specifically to seek equitable relief, includinginjunctive relief, to enforce the provisions of this Article VIII (and, to thefullest extent permitted by law, a Person shall be liable, without limitation,for all costs incurred in connection therewith and pursuant to Section 10.3).

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## Section 8.6 Non-Waiver. No delay or failure on the part of the Company orthe Board of Directors in exercising any right hereunder shall operate as awaiver of any right of the Company or the Board of Directors, as the case maybe, except to the extent specifically waived in writing.

## Section 8.7 Enforceability. If any of the restrictions on transfer of Sharescontained in this Article VIIIare determined to be void, invalid or unenforceable by any court of competentjurisdiction, then the Prohibited Owner may be deemed, at the option of theCompany, to have acted as an agent of the Company in acquiring such Shares andto hold such Shares on behalf of the Company.

# ARTICLE IX

Voting Rights of Shareholders; Meetings ofShareholders

## Section 9.1 General.

### (a)   The provisions of this ArticleIX shall be subject to the requirements of the Exchange Act and any applicableExchange Rule.  If, in the Opinion ofCounsel, any of such provisions are inconsistent with such requirements, suchrequirements shall supersede the provisions of this Agreement and the Board ofDirectors shall amend the provisions of this Article IX so as to make itsprovisions consistent with such requirements.

### (b)   Any matter, including the nomination of Directors, submitted bythe Board of Directors to the Shareholders for approval, and any matterotherwise voted upon by the Shareholders and subject to the provisions ofSection 5.5 (relating to the creation of new classes and series of Shares) andSection 7.1(m) (relating to the removal of Directors by the Shareholders),shall require the following vote by the Shareholders for approval: (i) theelection of Directors nominated by the Board of Directors, a Share Majority;(ii) any other matter that has been approved previously by the Board ofDirectors, a Share Plurality; and (iii) any matter that has not been approvedpreviously by the Board of Directors, a ShareSeparate Class Approval.  There shall notbe cumulative voting of Common Shares.

### (c)   All meetings of Shareholders shall be held at the principalexecutive office of the Company or at such other place as shall be set by theBoard of Directors and stated in the notice of the meeting.  For purposes of determining the Shareholdersentitled to notice of or to vote at a meeting of the Shareholders, the Board ofDirectors may set a Record Date. If no Record Date is fixed by the Board ofDirectors, the Record Date for determining Shareholders entitled to notice ofor to vote at a meeting of Shareholders shall be at the close of business onthe day next preceding the day on which notice is given. A determination ofShareholders of record entitled to notice of or to vote at a meeting ofShareholders shall apply to any adjournment or postponement of the meeting; *provided, however,* that the Board ofDirectors may fix a new Record Date for the adjourned or postponed meeting.

### (d)    An annual meeting of theShareholders shall be called by the Board of Directors and shall be held on adate and at the time set by the Board of Directors. The Board of Directorsshall cause at least 30 days notice to be given of an annual meeting ofShareholders.

### (e)    The Chairman of the Board, ifany, or a majority of the entire Board of Directors may call a special meetingof the Shareholders. Subject to subsection (f) and the last sentence of thissubsection (e), a special meeting of Shareholders shall also be called by theSecretary of the Company upon the written request of Shareholders entitled tocast not less than the Special Meeting Percentage of all the votes entitled tobe cast at such meeting. The *“SpecialMeeting Percentage”* shall be a majority or, to the extent permittedby any applicable Exchange Rule, such higher percentage as shall be specifiedfrom time to time by the Board of Directors; *provided,however,* that in no case shall the Special

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### Meeting Percentage be more than75%. Nothing in this Agreement shall be construed to permit the Shareholders tocause a special meeting of the Shareholders to be called unless applicable lawor Exchange Rule requires that the Shareholders be able to do so.

### (f)    Subject to the last sentence ofsubsection (e), any Shareholder of record seeking to have Shareholders requesta special meeting shall, by sending written notice to the Secretary (the *“Record Date Request Notice”*) byregistered mail, return receipt requested, request the Board of Directors tofix a record date to determine the Shareholders entitled to request a specialmeeting (the *“Request Record Date”*).No Shareholder may make a Record Date Request Notice unless such Shareholderholds a Certificate for all Shares owned by such Shareholder, and a copy ofeach Certificate shall accompany such Shareholder’s written request to theSecretary, as described in the preceding sentence, in order for such request tobe effective; *provided, however,*that the provisions of this sentence shall be inapplicable unless Shareholdersare entitled to receive a Certificate evidencing the Shares owned by them. TheRecord Date Request Notice shall set forth the purpose of the meeting and thematters proposed to be acted on at it, shall be signed by one or moreShareholders of record as of the date of signature (or their duly authorizedagents), shall bear the date of signature of each such Shareholder (or otheragent) and shall set forth all information relating to each such Shareholderthat must be disclosed in solicitations of proxies for election of Directors inan election contest (even if an election contest is not involved), or isotherwise required, in each case pursuant to the Exchange Act. Upon receivingthe Record Date Request Notice, the Board of Directors may fix a Request RecordDate and may also fix the Special Meeting Percentage for that meeting. TheRequest Record Date shall not precede and shall not be more than ten days afterthe close of business on the date on which the resolution fixing the RequestRecord Date is adopted by the Board of Directors. If the Board of Directors,within ten days after the date on which a valid Record Date Request Notice isreceived, fails to adopt a resolution fixing the Request Record Date and make apublic announcement of such Request Record Date, the Request Record Date shallbe the close of business on the tenth day after the first date on which theRecord Date Request Notice is received by the Secretary.

### (g)    Subject to the last sentence ofsubsection (e), in order for any Shareholder to request a special meeting, oneor more written requests for a special meeting (the *“Special Meeting Request”*) signed by Shareholders of record(or their duly authorized agents) as of the Request Record Date entitled tocast not less than the Special Meeting Percentage shall be delivered to theSecretary. No Shareholder may make a Special Meeting Request unless suchShareholder holds a Certificate for all Shares owned by such Shareholder, and acopy of each Certificate shall accompany such Shareholder’s written request tothe Secretary, as described in the preceding sentence, in order for suchrequest to be effective; *provided, however,*that the provisions of this sentence shall be inapplicable unless Shareholdersare entitled to receive a Certificate evidencing the Shares owned by them.  In addition, the Special Meeting Requestshall set forth the purpose of the meeting and the matters proposed to be actedon at it (which shall be limited to the matters set forth in the Record DateRequest Notice received by the Secretary), shall bear the date of signature ofeach such Shareholder (or other agent) signing the Special Meeting Request,shall set forth the name and address, as they appear in the Company’s books, ofeach Shareholder signing such request (or on whose behalf the Special MeetingRequest is signed) and the class and number of Shares of the Company which areowned of record and beneficially by each such Shareholder, shall be sent to theSecretary by registered mail, return receipt requested, and must be received by the Secretary within 60 days afterthe Request Record Date. Any requesting Shareholder may revoke his request fora special meeting at any time by written revocation delivered to the Secretary.

### (h)   The Secretary shall inform therequesting Shareholders of the reasonably estimated cost of preparing andmailing the notice of meeting (including the Company’s proxy materials). TheSecretary

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### shall not be required to call aspecial meeting upon Shareholder request and such meeting shall not be heldunless, in addition to the written requests required by subsection (g), the Secretary receivespayment from the requesting Shareholders of such reasonably estimated costprior to the mailing of any notice of the meeting.

### (i)    Except as provided in the nextsentence, any special meeting shall be held at such place, date and time as maybe designated by the Officer who called the meeting, if any, and otherwise bythe Board of Directors. In the case of any special meeting called by theSecretary upon the request of Shareholders (a *“ShareholderRequested Meeting”*), such meeting shall be held at such place, dateand time as may be designated by the Board of Directors; *provided, however,* that if the Board ofDirectors fails to designate, within ten days after the date that a validSpecial Meeting Request is actually received by the Secretary (the *“Delivery Date”*), a date and time for aShareholder Requested Meeting, then such meeting shall be held at 2:00 p.m.,local time on the 90(th) day after the record date for such ShareholderRequested Meeting (the “*Meeting Record Date*”)or, if such 90(th) day is not a Business Day, on the first preceding BusinessDay; and *provided further* that inthe event that the Board of Directors fails to designate a place for aShareholder Requested Meeting within ten days after the Delivery Date, thensuch meeting shall be held at the principal executive offices of the Company.In fixing a date for any special meeting, the Chairman of the Board, if any,the President or the Board of Directors may consider such factors as he, she orit deems relevant within the good faith exercise of business judgment,including, without limitation, the nature of the matters to be considered, thefacts and circumstances surrounding any request for meeting and any plan of theBoard of Directors to call an annual meeting or a special meeting. In the caseof any Shareholder Requested Meeting, if the Board of Directors fails to fix aMeeting Record Date that is a date within 30 days after the Delivery Date, thenthe close of business on the 30(th) day after the Delivery Date shall be theMeeting Record Date.

### (j)    If at any time as a result ofwritten revocations of requests for the special meeting, Shareholders of record(or their duly authorized agents) as of the Request Record Date entitled tocast less than the Special Meeting Percentage shall have delivered and notrevoked requests for a special meeting, the Secretary may refrain from mailingthe notice of the meeting or, if the notice of the meeting has been mailed, theSecretary may revoke the notice of the meeting at any time not less than ten days before the meeting if the Secretary hasfirst sent to all other requesting Shareholders written notice of suchrevocation and of intention to revoke the notice of the meeting. Any requestfor a special meeting received after a revocation by the Secretary of a noticeof a meeting shall be considered a request for a new special meeting.

### (k)   The Chairman of the Board, ifany, the President or the Board of Directors may appoint regionally ornationally recognized independent inspectors of elections to act as the agentof the Company for the purpose of promptly performing a ministerial review ofthe validity of any Special Meeting Request received by the Secretary. For thepurpose of permitting the inspectors to perform such review, no such requestshall be deemed to have been delivered to the Secretary until the earlier of(i) five Business Days after receipt by the Secretary of such request and (ii)such date as the independent inspectors certify to the Company that the Secretaryhas validly received requests signed by Record Holders (or their duly authorizedagents) entitled to cast not less thanthe Special Meeting Percentage of all votes entitled to be cast at themeeting to be called pursuant to such requests. Nothing contained in this subsection (k) shall in any way be construedto suggest or imply that the Company or any Shareholder shall not be entitledto contest the validity of any request, whether during or after such fiveBusiness Day period, or to take any other action (including, withoutlimitation, the commencement, prosecution or defense of any litigation withrespect thereto, and the seeking of injunctive relief in such litigation).

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## Section 9.2  Notice. If and to the extentrequired by law, the Secretary shall give to each Shareholder entitled to voteat such meeting and to each Shareholder not entitled to vote who is entitled tonotice of the meeting written notice stating the time and place of the meetingand, in the case of a special meeting or as otherwise may be required by anystatute, the purpose for which the meeting is called, either by mail, byrecognized national courier service, by presenting it to such Shareholderpersonally, by leaving it at the Shareholder’s residence or usual place ofbusiness or by any other means, including electronic delivery, permitted by theDelaware LLC Act, the Exchange Act and any applicable Exchange Rule. If mailed,such notice shall be deemed to be given when deposited in the United Statesmail addressed to the Shareholder at the Shareholder’s address as it appears onthe records of the Company, with postage thereon prepaid.  No business shall be transacted at aShareholder Requested Meeting except as specifically designated in the notice.

## Section 9.3  Quorum; Organization and Conduct.

### (a)   Quorum. A quorum for action at an annual or specialmeeting of Shareholders shall be the holders, present in person or by proxy, ofa majority of the Outstanding Shares entitled to vote at the meeting; *provided, however,* that a quorum for theapproval of any proposal that requires a Share Separate Class Approval or aShare Super-Majority Approval shall be the holders of that number of each classand series of Shares required to approve the proposal in question.

### (b)   Organization and Conduct. Every meeting of Shareholders shall be conductedby an individual appointed by the Board of Directors to be chairman of themeeting or, in the absence of such appointment, by the Chairman of the Board,if there be one, or, in the case of theabsence of the Chairman of the Board, by one of the following officers presentat the meeting: the Vice Chairman of the Board, if there be one, the President,the Vice Presidents in their order of rank and seniority, or, in the absence ofsuch officers, a chairman chosen by the Shareholders by the vote of a majorityof the votes cast by Shareholders present in person or by proxy. The Secretary,or, in the Secretary’s absence, an Assistant Secretary, or in the absence ofboth the Secretary and Assistant Secretaries, a person appointed by the Boardof Directors or, in the absence of such appointment, a person appointed by thechairman of the meeting shall act as Secretary. In the event that the Secretarypresides at a meeting of the Shareholders, an Assistant Secretary shall recordthe minutes of the meeting. The order of business and all other matters ofprocedure at any meeting of Shareholders shall be determined by the chairman ofthe meeting. The chairman of the meeting may prescribe such rules, regulationsand procedures and take such action as, in the discretion of such chairman, areappropriate for the proper conduct of the meeting, including, withoutlimitation, (a) restricting admission to the time set for the commencement ofthe meeting; (b) limiting attendance at the meeting to Shareholders of recordof the Company, their duly authorized proxies or other such persons as thechairman of the meeting may determine; (c) limiting participation at themeeting on any matter to Shareholders of record of the Company entitled to voteon such matter, their duly authorized proxies or other such persons as thechairman of the meeting may determine; (d) limiting the time allotted toquestions or comments by participants; (e) maintaining order and security atthe meeting; (f) removing any Shareholder who refuses to comply with meetingprocedures, rules or guidelines as set forth by the chairman of the meeting;and (g) recessing or adjourning the meeting to a later date and time and placeannounced at the meeting. Unless otherwise determined by the chairman of themeeting, meetings of Shareholders shall not be required to be held inaccordance with the rules of parliamentary procedure or any established rulesof order.  If a quorum shall not bepresent at any meeting of the Shareholders, the chairman of the meeting or theShareholders entitled to vote at such meeting, present in person or by proxy,shall have the authority to adjournthe meeting from time to time to a specified date without notice other thanannouncement at the meeting. At such adjourned meeting at which a quorum shallbe present, any business may be transacted which might have been transacted atthe meeting as originally notified. The Shareholders

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### present either in person or byproxy, at a meeting which has been duly called and convened, may continue totransact business until adjournment, notwithstanding the withdrawal of enoughShareholders to leave less than a quorum.

## Section 9.4 Proxies. A Shareholder may cast the votes entitled to becast by the Shares owned of record by the Shareholder in person or by proxygranted by the Shareholder or by the Shareholder’s duly authorized agent inwriting, by any means permitted by the Board of Directors or in any mannerrequired by law. Such proxy or evidence of authorization of such proxy shall befiled with the Secretary of the Company before or at the meeting. No proxyshall be valid more than eleven months after its date unless otherwise providedin the proxy.

## Section 9.5 Voting of Shares by Certain Holders.

### (a)   For all purposes of thisAgreement, Shares registered in the name of a corporation, partnership, trustor other entity, if entitled to be voted, may be voted by the president or avice president, a general partner or trustee thereof, as the case may be, or aproxy appointed by any of the foregoing individuals, unless some other personwho has been appointed to vote such stock pursuant to a bylaw or a resolutionof the governing body of such corporation or other entity or agreement of thepartners of a partnership presents a certified copy of such bylaw, resolutionor agreement, in which case such person may vote such stock. For allpurposes of this Agreement, any director orother fiduciary may vote stock registered in his name as such fiduciary, eitherin person or by proxy. Shares directly or indirectly owned by the Company shallnot be voted at any meeting and shall not be counted in determining the totalnumber of Outstanding Shares entitled to be voted at any given time, unlessthey are held by it in a fiduciary capacity, in which case they may be votedand shall be counted in determining the total number of Outstanding Shares atany given time.

### (b)   The Board of Directors may adoptby resolution a procedure by which a Shareholder may certify in writing to theCompany that any Shares registered in the name of the Shareholder are held forthe account of a specified person other than the Shareholder. The resolutionshall set forth the class of Shareholders who may make the certification, thepurpose for which the certification may be made, the form of certification andthe information to be contained in it; if the certification is with respect toa record date or closing of the stock transfer books, the time after the recorddate or closing of the stock transfer books within which the certification mustbe received by the Company; and any other provisions with respect to theprocedure which the Board of Directors considers necessary or desirable. On receiptof such certification, the person specified in the certification shall beregarded as, for the purposes set forth in the certification, the Shareholderof record of the specified stock in place of the Shareholder who makes thecertification.

## Section 9.6 Inspectors. The Board of Directors, in advance of anymeeting, may, but need not, appoint one or more individual inspectors or one ormore entities that designate individuals as inspectors to act at the meeting orany adjournment thereof. If an inspector or inspectors are not appointed, theperson presiding at the meeting may, but need not, appoint one or moreinspectors. In case any person who may be appointed as an inspector fails toappear or act, the vacancy may be filled by appointment made by the Board ofDirectors in advance of the meeting or at the meeting by the chairman of themeeting. The inspectors, if any, shall determine the number of Sharesoutstanding and the voting power of each, the Shares represented at themeeting, the existence of a quorum, the validity and effect of proxies, andshall receive votes, ballots or consents, hear and determine all challenges andquestions arising in connection with the right to vote, count and tabulate allvotes, ballots or consents, determine the result, and do such acts as areproper to conduct the election or vote with fairness to all Shareholders. Eachsuch report shall be in writing and signed by him or her or by a majority ofthem if there is more than

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## one inspector acting at suchmeeting. If there is more than one inspector, the report of a majority shall bethe report of the inspectors. The report of the inspector or inspectors on thenumber of Shares represented at the meeting and the results of the voting shallbe *primafacie* evidence thereof.

## Section 9.7 Advance Notice of ShareholderNominees for Director and Other Shareholder Proposals.

### (a)   Annual Meetings ofShareholders. (1) Nominations ofpersons for election to the Board of Directors and the proposal of business tobe considered by the Shareholders may be made at an annual meeting ofShareholders (i) pursuant to the Company’s notice of meeting by or at thedirection of the Board of Directors or (ii) by any Shareholder of the Companywho was a Shareholder of record both at the time of giving of notice providedfor in this Section 9.7 and at the time of the annual meeting, who is entitledto vote at the meeting and present in person or by proxy at the meeting toanswer questions concerning the nomination or business, and who complies withthe notice procedures set forth in this Section 9.7.

(2) For nominations or other business to be properlybrought before an annual meeting by a Shareholder pursuant to clause (ii) ofSection 9.7(a)(1), the Shareholder must have given timely notice thereof in writingto the Secretary of the Company and such other business must otherwise be aproper matter for Shareholder action. To be timely, a Shareholder’s noticeshall be delivered to the Secretary at the principal executive offices of theCompany not later than the close of business on the ninetieth (90th) day norearlier than the close of business on the one hundred twentieth (120th) dayprior to the first anniversary of the date of mailing of the notice for thepreceding year’s annual meeting; *provided,however,* that in the event that the date of mailing of the noticefor the annual meeting is more than thirty (30) days before or after suchanniversary date, notice by the Shareholder to be timely must be so deliverednot earlier than the close of business on the one hundred twentieth (120th) dayprior to the date of mailing of the notice for such annual meeting and notlater than the close of business on the later of the ninetieth (90th) day priorto the date of mailing of the notice for such annual meeting or the close ofbusiness on the tenth (10th) day following the day on which public announcementof the date of mailing of the notice for such meeting is first made by theCompany. In no event shall the public announcement of a postponement of themailing of notice for such annual meeting or of an adjournment of an annualmeeting to a later date or time commence a new time period for the giving ofShareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned bysuch Shareholder, and a copy of each Certificate shall accompany suchShareholder’s notice to the Secretary in order for such notice to be effective;*provided, however,* that theprovisions of this sentence shall be inapplicable unless Shareholders areentitled to receive a Certificate evidencing the Shares owned by them.  Such Shareholder’s notice shall set forth (a) as toeach person whom the Shareholder proposes to nominate for election orreelection as a director, (i) such person’s name, age, business address andresidence address, (ii) the principal occupation or employment of the personfor the past five years, (iii) the class and number of Shares of the Companythat are beneficially owned or owned of record by such person and theinvestment intent of such acquisition, (iv) the record of all purchases andsales of securities of the Company by such person during the previous 12 monthperiod including the dates of the transactions, the class, series and number ofsecurities involved in the transactions and the consideration involved, and (v) all otherinformation relating to such person that is required to be disclosed insolicitations of proxies for election of directors, or is otherwise required,in each case pursuant to the Exchange Act, including such person’s writtenconsent to being named in the proxy statement as a nominee and to serving as adirector if elected; (b) as to any other business that the Shareholder proposesto bring before the meeting, a brief description of the business desired to bebrought before the meeting, the reasons for conducting such business at themeeting and any interest in such business of such Shareholder (including anyanticipated benefit to the Shareholder therefrom) and of each

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beneficial owner, if any, on whose behalf the proposal ismade; and (c) as to the Shareholder giving the notice and anyShareholder Associated Person, (i) the class, series and number of securitiesof the Company which are owned of record by such Shareholder and by suchShareholder Associated Person, if any; (ii) the class, series and number of,and the nominee holder for, Shares owned beneficially but not of record by suchShareholder and by any Shareholder Associated Person, if any; (iii) the nameand address of such Shareholder as it appears on the Company’s stockledger  and the address, if different, ofsuch Shareholder Associated Person; (iv) the record of all purchases and salesof securities of the Company by such Shareholder or Shareholder AssociatedPerson during the previous 12 month period including the dates of thetransactions, the class, series and number of securities involved in thetransactions and the consideration involved; and (v) to the extent known bysuch Shareholder, the name and address of any other Shareholder supporting thenominee for election or reelection as a director or the proposal of otherbusiness on the date of such Shareholder’s notice.

For the purposes of thisSection 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i)any Person controlling, directly or indirectly, or acting in concert with, suchShareholder, (ii) any beneficial owner of Common Shares or other securitiesissued by the Company owned of record or beneficially by such Shareholder and(iii) any Person controlling, controlled by or under common control with suchShareholder or Shareholder Associated Person.

(3) Notwithstanding anything in the second sentence ofSection 9.7(a)(2) to thecontrary, in the event that the number of directors to be elected to the Boardof Directors of the Company is increased and there is no public announcement bythe Company naming all of the nominees for director or specifying the size ofthe increased Board of Directors at least one hundred (100) days prior to thefirst anniversary of the date of mailing of notice for the preceding year’sannual meeting, a Shareholder’s notice required by this Section 9.7 shall alsobe considered timely, but only with respect to nominees for any new positionscreated by such increase, if it shall be delivered to the Secretary at theprincipal executive office of the Company not later than the close of businesson the tenth (10th) day following the day on which such public announcement isfirst made by the Company.

### (b)   Shareholder ProposalsCausing Covenant Breaches.  At thesame time as or prior to the submission of any Shareholder proposal of businessto be conducted at an annual or special meeting that, if approved andimplemented by the Company, would cause the Company to be in breach of anycovenant of the Company in any existing or proposed debt instrument of theCompany or agreement of the Company with any lender, the proponent Shareholderor Shareholders must submit to the Secretary at the principal executive officesof the Company (i) evidence satisfactory to the Board of Directors of thelender’s willingness to waive the breach of covenant or (ii) a plan forrepayment of the indebtedness to the lender and the payment of all related interest,prepayment premiums, breakage costs and other amounts due and payable inconnection with such repayment satisfactory to the Board of Directors,specifically identifying the source of funds to be used in the repayment andrelated payments and presenting evidence satisfactory to the Board of Directorsthat the identified funds could be applied by the Company to the repayment.

### (c)   Shareholder ProposalsRequiring Regulatory Notice, Consent or Approval.  At thesame time or prior to the submission of any Shareholder proposal of business tobe conducted at an annual or special meeting that, if approved, could not beimplemented by the Company without notifying or obtaining the consent orapproval of any federal, state, municipal or other regulatory body, theproponent Shareholder or Shareholders must submit to the Secretary at theprincipal executive offices of the Company (i) evidence satisfactory to theBoard of Directors that any and all required notices, consents or approvalshave been given or obtained or (ii) a plan, satisfactory to the Board ofDirectors, for

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### making the requisite notices orobtaining the requisite consents or approvals, as applicable, prior to theimplementation of the proposal.

### (d)   Special Meetings ofShareholders.   Only such business shall be conducted at aspecial meeting of Shareholders as shall have been brought before the meetingpursuant to the Company’s notice of meeting. Nominations of persons forelection to the Board of Directors may only be made at a special meeting ofShareholders at which directors are to be elected: (i) pursuant to the Company’snotice of meeting for a meeting called by the Chairman or the Board ofDirectors by or at the direction of the Board of Directors or (ii) *provided that* the Board of Directors has determinedthat directors shall be elected at such special meeting, by any Shareholder ofthe Company who is a Shareholder of record both at the time of giving of noticeprovided for in this Section 9.7(d) and at the time of the special meeting, whois entitled to vote at the meeting and present in person or by proxy at themeeting to answer questions concerning the nomination or business and whocomplies with the notice procedures set forth in this Section 9.7(d). If,pursuant to the request of the Chairman, the President or a majority of themembers of the Board of Directors, the Company calls a special meeting ofShareholders for the purpose of electing one or more directors to the Board ofDirectors, any such Shareholder may nominate a person or persons (as the casemay be) for election to such position(s) as specified in the Company’s noticeof meeting, if the Shareholder’s notice contains the information required bySection 9.7(a)(2) and the notice has been delivered to the Secretary at theprincipal executive offices of the Company not earlier than the close ofbusiness on the one hundred twentieth (120th) day prior to such special meetingnor later than the later of (x) the ninetieth (90th) day prior to such specialmeeting or (y) the tenth (10th) day following the day on which publicannouncement is first made of the date of such special meeting and of thenominees proposed by the Board of Directors to be elected at such meeting. Inno event shall the public announcement of a postponement or adjournment of aspecial meeting to a later date or time commence a new time period for thegiving of a Shareholder’s notice as described above.

### (e)   General.  (1) Uponwritten request by the Secretary or the Board of Directors or any committeethereof, any Shareholder proposing a nominee for election as a director or anyproposal for other business at a meeting of Shareholders shall provide, withinthree business days of delivery of such request (or such other period as may bespecified in such request), written verification, satisfactory to the Secretaryor the Board of Directors or any committee thereof, in his, her or its solediscretion, of the accuracy of any information submitted by the Shareholderpursuant to this Section 9.7. If a Shareholder fails to provide such writtenverification within such period, the Secretary or the Board of Directors or anycommittee thereof may treat the information as to which written verificationwas requested as not having been provided in accordance with the procedures setforth in this Section 9.7.

(2) Only such persons who are nominated in accordance withthe procedures set forth in this Section 9.7 shall be eligible to serve asdirectors and only such business as shall have been brought before the meetingwith the procedures set forth in this Section 9.7 shall be transacted at ameeting of Shareholders. The chairperson of the meeting shall have the powerand duty to determine whether a nomination proposed to be made or any businessproposed to be brought before the meeting was made at or brought before themeeting, as the case may be, in accordance with the procedures set forth inthis Section 9.7 and, if any proposed nomination or business is not incompliance with this Section 9.7, to declare that such nomination or business isout of order and should be disregarded.

(3) For purposes of this Section 9.7, (a) the “date ofmailing of the notice” shall mean the date of the proxy statement for thesolicitation of proxies for election of directors and (b) “public announcement”shall mean disclosure (i) in a press release reported by the Dow Jones NewsService,

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Associated Press or comparable news service or (ii) in adocument publicly filed by the Company with the Commission.

(4) The Company shall not be required to include in theCompany’s proxy statement a Shareholder nomination of one or more persons forelection to the Board of Directors unless (i) such nomination has been properlymade in accordance with the provisions of this Section 9.7 and (ii) the  Board of Directors has endorsed suchnomination. The Company shall not be required to include in the Company’s proxystatement a Shareholder proposal other than a Board of Directors nominationunless (i) such proposal has been properly made in accordance withthe provisions of this Section 9.7 and (ii) either the Board of Directors hasendorsed such proposal or the proposalhas been made by Shareholders holding not less than 25% of the Shares requiredto approve the proposal (or such lesser percentage as may be required by law).In addition, the Company shall not be required to include in the Company’sproxy statement a Shareholder proposal of business to be brought before anannual or special meeting of Shareholders unless the proponent Shareholder orShareholders shall have complied with (i) all applicable requirements of stateand federal law and the rules and regulations thereunder, including withoutlimitation Rule 14a-8 (or any successor provision) under the Exchange Act, and(ii) the applicable procedures and other requirements set forth in this Section9.7. Nothing in this Section 9.7 shall be deemed to affect any right of theCompany to omit a Shareholder proposal from the Company’s proxy statement underthe Exchange Act, including without limitation nominations of persons for electionto the Board of Directors and business to be brought before the Shareholders atan annual or special meeting of Shareholders. A Shareholder proposal properlymade in accordance with the provisions of this Section 9.7 shall be consideredat the meeting with respect to which it was made even if such proposal does notappear in the Company’s proxy statement for that meeting.

(5)  The Board of Directors may from time to timerequire any person nominated to serve on the Board of Directors to agree in writingwith regard to matters of business ethics and confidentiality while suchnominee serves as a Director, such agreement to be on the terms and in a formdetermined satisfactory by the Board of Directors, as amended and supplementedfrom time to time in the discretion of the Board of Directors.  The terms of such agreement may besubstantially similar to the Code of Business Conduct and Ethics of the Companyor any similar code promulgated by the Company or may differ from or supplementsuch Code of Business Conduct and Ethics or other code.

Section 9.8  Actions ofShareholders by Written Consent.  Anyaction required or permitted to be taken at a meeting of Shareholders may betaken without a meeting only by a unanimous written consent of the Shareholdersentitled to vote on the matter which sets forth the action. 

 

## ARTICLE XIndemnification

Section 10.1  Indemnification.

 

### (a)   To the fullest extent permittedby law but subject to the limitations expressly provided in this Agreement orin any Bylaws of the Company, all Indemnitees shall be indemnified and heldharmless by the Company from and against any and all losses, claims, damages,liabilities, joint or several, expenses (including legal fees and expenses),judgments, fines, penalties, interest, settlements or other amounts arisingfrom any and all claims, demands, actions, suits or proceedings, whether civil,criminal, administrative or investigative, whether or not by or in the right ofthe Company, in which any Indemnitee may be involved, or is threatened to beinvolved, as a party or otherwise, in connection with any act oromission performed, or omitted to be performed, by such Indemnitee in goodfaith on behalf of or with respect to the Company or by reason of its status as an Indemnitee; *provided that* the

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### Indemnitee shall not beindemnified and held harmless if there has been a final and non-appealablejudgment entered by a court of competent jurisdiction determining that, inrespect of the matter for which the Indemnitee is seeking indemnificationpursuant to this Section 10.1, the Indemnitee acted in bad faith or engaged infraud, willful misconduct, or in the case of a criminal matter, acted withknowledge that the Indemnitee’s conduct was unlawful.

### (b)   To the fullest extent permittedby law, expenses (including legal fees and expenses) incurred by an Indemniteewho is indemnified pursuant to Section 10.1 in defending any claim,demand, action, suit or proceeding shall, from time to time, be advanced by theCompany prior to a determination that the Indemnitee is not entitled to beindemnified upon receipt by the Company of any undertaking by or on behalf ofthe Indemnitee to repay such amount if it shall be determined that theIndemnitee is not entitled to be indemnified as authorized in this Section 10.1.

### (c)   The indemnification, advancementof expenses and other provisions of this Section 10.1 shall be in additionto any other rights to which an Indemnitee may be entitled under any agreement,pursuant to any vote of the holders of Outstanding Shares entitled to vote onsuch matter, pursuant to a vote of the Board of Directors, as a matter of lawor otherwise, both as to actions in the Indemnitee’s capacity as an Indemniteeand as to actions in any other capacity, and shall continue as to an Indemniteewho has ceased to serve in such capacity and shall inure to the benefit of theheirs, successors, assigns and administrators of the Indemnitee.

### (d)   The Company may purchase andmaintain insurance, on behalf of its Directors and Officers, and such otherPersons as the Board of Directors shall determine, against any liability thatmay be asserted against or expense that may be incurred by such Person inconnection with the Company’s activities or such Person’s activities on behalfof the Company, regardless of whether the Company would have the power toindemnify such Person against such liability under the provisions of thisAgreement or otherwise.

### (e)   For purposes of the definitionof Indemnitee in Section 1.1, the Company shall be deemed to have requested anIndemnitee to serve as fiduciary of an employee benefit plan whenever theperformance by such Indemnitee of his or her duties to the Company also imposesduties on, or otherwise involves services by, such Indemnitee to the plan orparticipants or beneficiaries of the plan; excise taxes assessed on anIndemnitee with respect to an employee benefit plan pursuant to applicable lawshall constitute “fines” within the meaning of this Section 10.1; and action taken or omitted bysuch Indemnitee with respect to any employee benefit plan in the performance ofsuch Indemnitee’s duties for a purpose reasonably believed by him or her to bein the interest of the participants and beneficiaries of the plan shall bedeemed to be for a purpose that is in, or not opposed to, the best interests ofthe Company.

### (f)    Any indemnification pursuant tothis Section 10.1 shall be made only out of the assets of the Company, itbeing agreed that the Shareholders shall not be personally liable for suchindemnification and shall have no obligation to contribute or loan any moniesor property to the Company to enable it to effectuate such indemnification.

### (g)   An Indemnitee shall not bedenied indemnification in whole or in part under this Section 10.1 becausethe Indemnitee had an interest in the transaction with respect to which theindemnification applies if the transaction was otherwise permitted by the termsof this Agreement or applicable law.

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### (h)   The indemnification, advancementof expenses and other provisions of this Section 10.1 are for the benefitof the Indemnitees, their heirs, successors, assigns and administrators andshall not be deemed to create any rights for the benefit of any other Persons.

### (i)    No amendment, modification orrepeal of this Section 10.1 or any provision hereof shall in any mannerterminate, reduce or impair the right of any past, present or future Indemniteeto be indemnified by the Company, nor the obligations of the Company toindemnify any such Indemnitee under and in accordance with the provisions ofthis Section 10.1 as in effect immediately prior to such amendment,modification or repeal with respect to claims arising from or relating tomatters occurring, in whole or in part, prior to such amendment, modificationor repeal, regardless of when such claims may arise or be asserted.

(j)    The Companyshall have the power, with the approval of the Board of Directors, to providesuch indemnification and advancement of expenses to a person who served apredecessor of the Company in any of the capacities described above and to anyemployee or agent of the Company or a predecessor of the Company.

(k)   The provisionsof this Article X shall be applicable to all claims, demands, actions, suits orproceedings made or commenced after the adoption thereof whether arising fromacts or omissions to act occurring before or after its adoption.

## Section 10.2 Exculpation of Liability.

### (a)   The personal liability of each member of its Board of Directors tothe Company, its Shareholders or any other Person bound by this Agreement ishereby eliminated for monetary damages for breach of fiduciary duty as aDirector; *provided, however,*that, the foregoing shall not eliminate the liability of a director(i) for any breach of such director’s duty of loyalty to the Company orthe Shareholders as modified by this Agreement, (ii) for acts or omissionsnot in good faith or which involve intentional misconduct or a knowingviolation of law, or (iii) for any transaction from which such directorderived an improper personal benefit.

### (b)   Notwithstanding anything to thecontrary set forth in this Agreement, no Indemnitee shall be liable formonetary damages to the Company, the Shareholders or any other Person bound bythis Agreement for losses sustained or liabilities incurred as a result of anyact or omission of an Indemnitee unless there has been a final, non-appealablejudgment entered by a court of competent jurisdiction determining that, inrespect of the matter in question, the Indemnitee acted in bad faith or engagedin fraud, willful misconduct or, in the case of a criminal matter, acted withknowledge that the Indemnitee’s conduct was unlawful.

### (c)   The Board of Directors mayexercise any of the powers granted to it by this Agreement and perform any ofthe duties imposed upon it hereunder either directly or by or through itsagents, and the Board of Directors shall not be responsible for any misconductor negligence on the part of any such agent appointed by the Board of Directorsin good faith.

### (d)   The provisions of thisAgreement, to the extent that they restrict or eliminate or otherwise modifythe duties (including fiduciary duties) and liabilities of an Indemniteeotherwise existing at law or in equity, are agreed by the Shareholders toreplace such other duties and liabilities of such Indemnitee.

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### (e)   Any amendment, modification orrepeal of this Section 10.2 or any provision hereof shall be prospectiveonly and shall not in any way affect the limitations on the liability of anyIndemnitee and other protective provisions under this Section 10.2 as ineffect immediately prior to such amendment, modification or repeal with respectto claims arising from or relating to matters occurring, in whole or in part,prior to such amendment, modification or repeal, regardless of when such claimsmay arise or be asserted and provided such Person became an Indemniteehereunder prior to such amendment, modification or repeal.

Section 10.3.  Indemnificationof the Company.  To the fullest extentpermitted by law, each Shareholder will indemnify and hold harmless the Company(and any Subsidiaries or Affiliates thereof), from and against all costs,expenses, penalties, fines or other amounts, including, without limitation,reasonable attorneys’ and other professional fees, whether third party or internal,arising from such Shareholder’s breach of any provision of this Agreement orany Bylaws, including, without limitation, Sections 8.1 through 8.2 of ArticleVIII, and shall pay such indemnitee such amounts on demand, together withinterest on such amounts, which interest will accrue at the lesser of 15% perannum compounded and the maximum amount permitted by law, from the date suchcosts or the like are incurred until the receipt of repayment by theindemnitee.

Section 10.4.  Limitationof Liability.  If there is anyliability on the part of the Initial Shareholder or any Subsidiary or Affiliatethereof that is a real estate investment trust, with respect to any matterunder this Agreement, the following shall apply: THE DECLARATION OF TRUSTESTABLISHING HPT (OR, AS APPLICABLE, SUCH SUBSIDIARY OR AFFILIATE), A COPY OFWHICH, TOGETHER WITH ALL AMENDMENTS THERETO (EACH A “DECLARATION” ANDTOGETHER THE “DECLARATIONS”), IS DULY FILED WITH THE DEPARTMENT OFASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME “HOSPITALITYPROPERTIES TRUST” (OR, AS APPLICABLE, THE NAME OF SUCH SUBSIDIARY OR AFFILIATE)REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOTINDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEEOR AGENT OF HPT (OR, AS APPLICABLE, SUCH SUBSIDIARY OR AFFILIATE) SHALL BE HELDTO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, ORCLAIM AGAINST, HPT (OR, AS APPLICABLE, SUCH SUBSIDIARY OR AFFILIATE).  ALL PERSONS DEALING WITH HPT (OR, ASAPPLICABLE, SUCH SUBSIDIARY OR AFFILIATE) IN ANY WAY, SHALL LOOK ONLY TO THEASSETS OF HPT (OR, AS APPLICABLE, SUCH SUBSIDIARY OR AFFILIATE) FOR THE PAYMENTOF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

ARTICLE XIBooks, Records, Accounting and Reports

Section 11.1  NoRight of Inspection or Access. Except as the Board of Directors may specify in one or more instances orcategories, to the maximum extent permitted by Section 18-305(g) of theDelaware LLC Act, no Shareholder shall have the right to inspect, or obtain acopy of, any of the books and records of the Company, and no Shareholder shallhave any right of access to any Director or Officer of the Company. Any rightof inspection or access granted by the Board of Directors shall be subject tosuch restrictions, including confidentiality restrictions, as the Board ofDirectors may impose. The Company shall not be required to furnish any reportsor other information to the Shareholders except as otherwise required byapplicable law, rule or regulation.

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# ARTICLE XIIDissolution and Liquidation

## Section 12.1 Dissolution.  TheCompany shall dissolve, and its affairs shall be wound up, only upon the firstto occur of the following:

### (a)   an election to dissolve theCompany by the Board of Directors that is approved by the holders of a Share Plurality;

### (b)   the sale, exchange or otherdisposition of all or substantially all of the assets and properties of theCompany and the Company’s Subsidiaries unless otherwise determined by the Boardof Directors;

### (c)   the entry of a decree ofjudicial dissolution of the Company pursuant to the provisions of the DelawareLLC Act; or

### (d)   the reduction of the number ofShareholders to zero.

## Section 12.2 Liquidator.  Upondissolution of the Company, the Board of Directors shall select one or morePersons to act as Liquidator. The Liquidator (if other than the Board ofDirectors) shall be entitled to receive such compensation for its services asmay be approved by holders of a Share Majority. The Liquidator (if other thanthe Board of Directors) shall agree not to resign at any time without15 days’ prior notice and may be removed at any time, with or withoutcause, by notice of removal approved by holders of a Share Majority. Upondissolution, removal or resignation of the Liquidator, a successor andsubstitute Liquidator (who shall have and succeed to all rights, powers andduties of the original Liquidator) shall within 30 days thereafter beapproved by holders of a Share Majority. The right to approve a successor orsubstitute Liquidator in the manner provided herein shall be deemed to referalso to any such successor or substitute Liquidator approved in the mannerherein provided. Except as expressly provided in this Article XII, theLiquidator approved in the manner provided herein shall have and may exercise,without further authorization or consent of any of the parties hereto, all ofthe powers conferred upon the Board of Directors under the terms of thisAgreement (but subject to all of the applicable limitations, contractual andotherwise, upon the exercise of such powers) necessary or appropriate to carryout the duties and functions of the Liquidator hereunder for and during theperiod of time required to complete the winding up and liquidation of theCompany as provided for herein.

## Section 12.3 Liquidation.  TheLiquidator shall proceed to dispose of the assets of the Company, discharge itsliabilities, and otherwise wind up its affairs in such manner and over suchperiod as determined by the Liquidator, subject to the applicable provisions ofthe Delaware LLC Act.

## Section 12.4 Cancellation of Certificate ofFormation.  Upon the completion of the distribution ofCompany cash and property as provided in Section 12.3 in connection withthe liquidation of the Company, the Certificate of Formation and allqualifications of the Company as a foreign limited liability company injurisdictions other than the State of Delaware shall be canceled and such otheractions as may be necessary to terminate the Company shall be taken.

## Section 12.5 Return of Contributions.  NoShareholder, Director or Officer of theCompany will be personally liable for, or have any obligation to contribute orloan any monies or property to the Company to enable it to effectuate, thereturn of any capital contributions of any Shareholder or Shareholders, or anyportion thereof, it being expressly understood that any such return shall bemade solely from Company assets.

## Section 12.6 Waiver of Partition.  To themaximum extent permitted by law, each Shareholder hereby waives any right topartition of the Company property.

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## Section 12.7 No Shareholder Right to Dissolve.  Except asspecifically contemplated by Section 12.1, the Shareholders shall have no rightto dissolve or liquidate the Company.

# ARTICLE XIIIAmendment of Agreement

## Section 13.1 Amendment of Limited LiabilityCompany Agreement.

### (a)   General Amendments*.*  Except asprovided in Section 13.1(b), the Board of Directors may amend any of theterms of this Agreement but only in compliance with the terms, conditions andprocedures set forth in this Section 13.1(a).  If the Board of Directors desires to amendany provision of this Agreement other than pursuant to Section 13.1(b), thenit shall first adopt a resolution setting forth the amendment proposed,declaring its advisability, and either calling a special meeting of theShareholders entitled to vote in respect thereof for the consideration of suchamendment or directing that the amendment proposed be considered at the next annualmeeting of the Shareholders. Amendments to this Agreement may be proposed onlyby or with the consent of the Board of Directors. In the event that applicablelaw requires that amendments may be proposed by the Shareholders, suchamendments may be proposed only by the holders of the percentage of Sharesspecified by law or if no such percentage is specified then by the holders of 25% of the OutstandingShares; in addition, no such proposal shall be considered unless such proposal hasbeen properly made in accordance withthe provisions of Section 9.7.  A specialor annual meeting to consider any such proposal shall be called and held uponnotice in accordance with Article IX of this Agreement. The notice shall setforth such amendment in full or a brief summary of the changes to be effectedthereby, as the Board of Directors shall deem advisable. At the meeting, a voteof Shareholders entitled to vote thereon shall be taken for and against theproposed amendment. A proposed amendment shall be effective upon its approvalin accordance with the provisions of Section 9.1(b).

### (b)   Amendments to be AdoptedSolely by the Board of Directors.Notwithstanding Section 13.1(a), the Board of Directors, without theapproval or any other action of any Shareholder, may amend any provision ofthis Agreement, and execute, swear to, acknowledge, deliver, file and recordwhatever documents may be required in connection therewith, to reflect:

#### (i)                    achange in the name of the Company, the location of the principal place of businessof the Company, the registered agent of the Company or the registered office ofthe Company;

#### (ii)                 theadmission, substitution or removal of Shareholders in accordance with thisAgreement;

#### (iii)              anychange as to which the Board of Directors reasonably determines is customarilyof the type contained in the bylaws of a corporation organized under theDelaware General Corporation Law, including without limitation, any of theprovisions of Articles IV, VII, IX, X, XI and XV;

#### (iv)             achange that the Board of Directors determines (A) does not adverselyaffect the Shareholders (including any particular class or series of Shares ascompared to other classes or series of Shares) in any material respect,(B) to be necessary or appropriate to (1) satisfy any requirements,conditions or guidelines contained in any opinion, directive, order, ruling orregulation of any federal or state agency or judicial authority or contained inany federal or state statute (including the Delaware LLC Act) or(2) facilitate the trading of the Shares (including the division of anyclass or series of Outstanding Shares into different classes or series tofacilitate uniformity of tax consequences within such classes or series ofShares) or

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#### comply withany rule, regulation, guideline or requirement of any National SecuritiesExchange on which the Common Shares or other securities of the Company are orwill be listed for trading, compliance with any of which the Board of Directorsdeems to be in the best interests of the Company and the Shareholders,(C) is required to effect the intent of the provisions of this Agreementor is otherwise contemplated by this Agreement or (D) is required or desired tocorrect any ambiguity or mistake in this Agreement determined to be such by theBoard of Directors;

#### (v)                notwithstandingthe provisions of Section 13.1(b)(iv)(A), any change that the Board ofDirectors determines to be in the best interest of the Shareholders of theCompany as a whole and regardless of whether or not such provision is adverseto any class or series of Shares or particular Shareholder or group ofShareholders;

#### (vi)             achange in the fiscal year or taxable year of the Company and any other changesthat the Board of Directors determines to be necessary or appropriate as aresult of a change in the fiscal year or taxable year of the Company including,if the Board of Directors shall so determine, a change in the definition of “Quarter”;

#### (vii)          notwithstandingthe provisions of Section 13.1(b)(iv)(A), an amendment that the Board ofDirectors determines to be necessary or appropriate in connection with theauthorization or issuance of any class or series of Shares or other securitiesof the Company pursuant to Section 5.3;

#### (viii)       anamendment that the Board of Directors, in its sole discretion, determines to benecessary or appropriate to implement a defensive shareholder rights plansimilar to a shareholder rights plan, or “poison pill,” for corporations,including the issuance of a dividend of rights to each Shareholder that wouldbecome exercisable if any Person or group (an *“AcquiringPerson”)*acquires ownership in excess of a specified percentage ofthe Outstanding Shares or initiates a tender offer for in excess of thatspecified percentage of the Outstanding Shares; and the provisions of such aplan may include provisions that delegate all or certain decisions to Directorswho have specified qualifications, including a lack of a relationship to theAcquiring Person and/or specified tenure on the Board of Directors;

#### (ix)               anyamendment expressly permitted in this Agreement to be made by the Board ofDirectors acting alone;

#### (x)                  anamendment effected, necessitated or contemplated by a Merger Agreement approvedin accordance with Section 14.3;

#### (xi)               anamendment that the Board of Directors determines to be necessary or appropriateto reflect and account for the formation by the Company of, or investment bythe Company in, any corporation, partnership, joint venture, limited liabilitycompany or other entity; or

#### (xii)            anyother amendments substantially similar to the foregoing.

## Section 13.2 Amendment Requirements.

### (a)   Notwithstanding the provisionsof Section 13.1, no provision of this Agreement that establishes apercentage of Outstanding Shares required to take any action shall be amended,altered, changed, repealed or rescinded in any respect that would reduce suchvoting percentage unless such amendment

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### is approved by the affirmativevote of holders of Outstanding Shares whose aggregate Outstanding Sharesconstitute not less than the voting requirement sought to be reduced.

### (b)   Notwithstanding the provisionsof Section 13.1, no amendment to this Agreement may (i) enlarge theobligations of any Shareholder without its consent, unless such shall be deemedto have occurred as a result of an amendment approved pursuant toSection 13.2(c), (ii) change Section 12.1(a), (iii) giveany Person the right to dissolve the Company other than in accordance withSection 12.1 or (iv) change the term of existence of the Company.

### (c)   Except as provided in Section 14.3,and without limitation of the Board of Directors’ authority to adopt amendmentsto this Agreement without the approval of any Shareholders as contemplated inSection 13.1, any amendment that would have a material adverse effect onthe rights or preferences of any class of Shares in relation to other classesof Shares must be approved by the holders of not less than a majority of theOutstanding Shares of the class affected.

# ARTICLE XIVMerger, Consolidation or Conversion

## Section 14.1 Authority.  TheCompany may merge or consolidate with one or more limited liability companiesor “other business entities” as defined in the Delaware LLC Act, or convertinto another entity, whether such entity is formed under the laws of the Stateof Delaware or any other state of the United States of America, pursuant to awritten agreement of merger or consolidation (*“Merger Agreement”*) or a written plan of conversion (*“Plan of Conversion”),*as the case may be, in accordance with thisArticle XIV.

## Section 14.2 Procedure for Merger, Consolidationor Conversion.  Merger, consolidation or conversion of theCompany pursuant to this Article XIV requires the prior approval of the Board ofDirectors.

### (a)   If the Board of Directors shalldetermine to consent to the merger or consolidation, the Board of Directorsshall approve the Merger Agreement, which shall set forth:

#### (i)                    the names and jurisdictions of formation ororganization of each of the business entities proposing to merge orconsolidate;

#### (ii)                 the name and jurisdiction of formation ororganization of the business entity that is to survive the proposed merger orconsolidation (the *“Surviving BusinessEntity”);*

#### (iii)              the terms and conditions of the proposed merger orconsolidation;

#### (iv)             the manner and basis of canceling the rights orsecurities of, or interests in, each constituent entity or of exchanging orconverting the rights or securities of, or interests in, each constituentbusiness entity for, or into, cash, property, rights, or securities of orinterests in, the Surviving Business Entity; and if any rights or securitiesof, or interests in, any constituent business entity are not to be exchanged orconverted solely for, or into, cash, property, rights, or securities of orinterests in, the Surviving Business Entity, the cash, property, rights, orsecurities of or interests in, any limited liability company or other businessentity which the holders of such rights, securities or interests are toreceive;

#### (v)                a statement of any changes in the constituentdocuments or the adoption of new constituent documents (the certificate offormation or limited liability company agreement, articles or certificate ofincorporation, articles of trust, declaration of trust, certificate oragreement of

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#### limited partnership or other similar charter or governing document) ofthe Surviving Business Entity to be effected by such merger or consolidation;

#### (vi)             the effective time of the merger or consolidation,which may be the date of the filing of the certificate of merger orconsolidation pursuant to Section 14.4 or alater date specified in or determinable in accordance with the Merger Agreement(provided, that if the effective time of the merger or consolidation is to belater than the date of the filing of the certificate of merger or consolidation,the effective time shall be fixed no later than the time of the filing of thecertificate of merger or consolidation and stated therein); and

#### (vii)          such other provisions with respect to the proposedmerger or consolidation that the Board of Directors determines to be necessaryor appropriate.

### (b)   If the Board of Directors shalldetermine to consent to the conversion, the Board of Directors may approve andadopt a Plan of Conversion containing such terms and conditions that the Boardof Directors determines to be necessary or appropriate.

## Section 14.3 Approval by Shareholders of Merger,Consolidation or Conversion.

### (a)   Except as provided inSection 14.3(d), the Board of Directors, upon its approval of the MergerAgreement or Plan of Conversion, as the case may be, shall direct that theMerger Agreement or Plan of Conversion, as applicable, be submitted to a voteof Shareholders, whether at an annual meeting or a special meeting, in eithercase in accordance with the requirements of Article IX. A copy or asummary of the Merger Agreement or Plan of Conversion, as applicable, shall beincluded in or enclosed with the notice of meeting.

### (b)   Except as provided inSection 14.3(d), the Merger Agreement or Plan of Conversion, asapplicable, shall be approved upon receiving the affirmative vote or consent ofthe holders of a Share Plurality.

### (c)   Except as provided inSection 14.3(d), after such approval by vote or consent of theShareholders, and at any time prior to the filing of the certificate of mergeror a certificate of conversion pursuant to Section 14.4, the merger,consolidation or conversion may be abandoned or amended pursuant to provisionstherefor, if any, set forth in the Merger Agreement or the Plan of Conversion,as the case may be.

### (d)   Notwithstanding anything elsecontained in this Article XIV or in this Agreement, the Board of Directorsis permitted without Shareholder approval to create, dissolve, merge,consolidate or convert the Company or any Subsidiary, or convey all of theCompany’s assets to another limited liability entity, if the principal purposeof such action, as determined by the Board of Directors, is to effect a changein the legal form of the Company’s business, including to change the Companyinto a corporation, limited partnership, trust or other legal entity, to changethe jurisdiction of organization of the Company or any combination ofthe foregoing.

### (e)   Notwithstanding anything elsecontained in this Article XIV or in this Agreement, the Board of Directorsis permitted without Shareholder approval to mortgage, sell and leaseback,pledge, hypothecate, or grant a security interest in, some, all orsubstantially all of the assetsof the Company or the Company’s Subsidiaries andpermit the sale upon foreclosure or other realization of such an  encumbrance.

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### (f)    Shareholders are not entitledto dissenters’ rights of appraisal in the event of a merger, consolidation orconversion involving the Company, a sale of all or substantially all of the assetsof the Company or the Company’s Subsidiaries, or any other transaction orevent.

## Section 14.4 Certificate of Merger or Conversion.  Upon therequired approval by the Board of Directors and the Shareholders (if required)of a Merger Agreement or a Plan of Conversion, as the case may be, acertificate of merger or consolidation or certificate of conversion, asapplicable, shall be executed and filed with the Secretary of State of theState of Delaware in conformity with the requirements of the Delaware LLC Act.

## Section 14.5 Business Combination Limitations. Notwithstanding any other provision of this Agreement, but in additionto the transfer restrictions contained in this Agreement, with respect to any “BusinessCombination” (as such term is defined in Section 203 of the Delaware GeneralCorporation Law), the provisions of Section 203 of the Delaware GeneralCorporation Law shall be applied with respect to the Company as though theCompany were a Delaware corporation, the Shareholders were stockholders of suchcorporation and the Board of Directors was the board of directors of suchcorporation.  Any amendment of thisSection shall be governed by Article XIII.

# ARTICLE XVGeneral Provisions

## Section 15.1 Fiscal Year.  The fiscalyear of the Company shall be a fiscal year ending December 31 or asotherwise determined by the Board of Directors.

## Section 15.2 Addresses and Notices.  Anynotice, demand, request, report or proxy materials required or permitted to begiven or made to a Shareholder under this Agreement shall be in writing and shallbe deemed given or made when delivered in person, by mail, by recognizednational courier service, by presenting it to such Shareholder personally, byleaving it at the Shareholder’s residence or usual place of business or by anyother means, including electronic delivery, permitted by the Delaware LLC Act,the Exchange Act and any applicable Exchange Rule.  Any notice to the Company shall be deemedgiven if received by the Secretary at the principal office of the Companydesignated by the Board of Directors. The Board of Directors and the Officersmay rely and shall be protected in relying on any notice or other document froma Shareholder or other Person if believed by it to be genuine.

## Section 15.3 Bylaws.  The Board ofDirectors is authorized to adopt Bylawsgoverning the affairs of the Company provided that such Bylaws are notinconsistent with this Agreement.

## Section 15.4 Further Action.  Theparties shall execute and deliver all documents, provide all information andtake or refrain from taking action as may be necessary or appropriate toachieve the purposes of this Agreement.

## Section 15.5 Binding Effect.  ThisAgreement shall be binding upon and inure to the benefit of the parties heretoand their heirs, executors, administrators, successors, legal representativesand permitted assigns.

## Section 15.6 Integration.  ThisAgreement constitutes the entire agreement among the parties hereto pertainingto the subject matter hereof and supersedes all prior agreements andunderstandings pertaining thereto.

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## Section 15.7 Creditors.  None ofthe provisions of this Agreement shall be for the benefit of, or shall beenforceable by, any creditor of the Company.

## Section 15.8 Waiver.  No failureby any party to insist upon the strict performance of any covenant, duty,agreement or condition of this Agreement or to exercise any right or remedyconsequent upon a breach thereof shall constitute waiver of any such breach ofany other covenant, duty, agreement or condition.

## Section 15.9 Counterparts.  ThisAgreement may be executed in counterparts, all of which together shallconstitute an agreement binding on all the parties hereto, notwithstanding thatall such parties are not signatories to the original or the same counterpart.Each party shall become bound by this Agreement immediately upon affixing itssignature hereto or, in the case of a Person acquiring a Share, as otherwiseprovided in this Agreement.

## Section 15.10 Applicable Law.  ThisAgreement shall be construed in accordance with and governed by the laws of theState of Delaware, without regard to principles of conflict of laws.

## Section 15.11 Invalidity of Provisions.  If anyprovision of this Agreement is or becomes invalid, illegal or unenforceable inany respect, the validity, legality and enforceability of the remainingprovisions contained herein shall not be affected thereby.

## Section 15.12 Consent of Shareholders.  EachShareholder hereby expressly consents and agrees that, whenever in thisAgreement it is specified that an action may be taken without the consent ofShareholders or upon the affirmative vote or consent of less than all of theShareholders, such action may be so taken without the consent of Shareholdersor upon the concurrence of less than all of the Shareholders and each Shareholdershall be bound by the results of such action.

## Section 15.13 Signatures.  The use offacsimile signatures affixed in the name and on behalf of the transfer agentand registrar of the Company on certificates representing Shares is expresslypermitted by this Agreement. Any Board of Directors or Shareholder writtenconsent or approval may be evidenced by faxed signatures or other electronicrepresentation delivered to the Secretary.

*[Remainder of page intentionally leftblank.]*

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IN WITNESS WHEREOF, the parties hereto have executed orhave otherwise become bound by this Agreement as of the date first writtenabove. 
| INITIAL SHAREHOLDER:         |                                                                           | ADDITIONAL SHAREHOLDERS:                    |
|------------------------------|--------------------------------------------------------------------------------|---------------------------------------------|
|                         |                                                                           |                                        |
| HOSPITALITY PROPERTIES TRUST |                                                                           | All Shareholders hereafter admitted as      |
|                         |                                                                           | Shareholders of the Company pursuant to the |
| By:                          | /s/          John  G. Murray |                                        | Distribution or otherwise in accordance with this |
|                         | Name:    John G. Murray                                    |                                        | Agreement. |
|                         | Title:      President                            |                                        |   |

* *

*[Signature Page to Amended andRestated Limited Liability Company Agreement]*

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