Exhibit 3.2  TRAVELCENTERS
OF AMERICA LLC  AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT  As
Amended June 15, 2007, November 9, 2009 and January 25, 2010  This
Amended and Restated Limited Liability Company Agreement of TravelCenters of
America LLC, a Delaware limited liability company (the Company), dated as of January 31,
2007, is entered into by and among Hospitality Properties Trust, a Maryland
real estate investment trust (HPT),
together with any other Persons who hereafter become Shareholders in
TravelCenters of America LLC or parties hereto as provided herein.  This Agreement amends and restates in its
entirety the Limited Liability Company Agreement of TravelCenters of America
LLC, dated October 10, 2006 (as amended from time to time, the Original LLC Agreement).  HPT was the original holder of the limited
liability company interests of the Company; subsequent transfers of such
interests were made, but at the time of the execution hereof HPT is the owner
of all of the outstanding limited liability company interests of the Company
and, as of the date of the execution of this Agreement, is the sole member of
the Company.  In consideration of the
covenants, conditions and agreements contained herein, the parties hereto
hereby agree to amend and restate 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 used in this Agreement.  Additional definitions related to
restrictions on ownership of Shares are contained in Article VIII.  Acquiring Person has the meaning assigned
to such term in Section 13.1(b).  Affiliate means, with respect to any
Person, any other Person that directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with the
Person in question.  As used herein, the
term control means the possession, direct or indirect, of the power to direct
or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.  Agreement means this Amended and Restated
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
assigned to such term in Section 7.1(a).  Business Day means Monday through Friday
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 of the Depository or (ii) in such other form as may be adopted
by the Board of Directors that is issued by the Company to evidence ownership
of one or more Shares or one or more other securities of the  1


Company.  Certificate of Formation means the
Certificate of Formation of the Company filed with the Secretary of State of
the State of Delaware on October 10, 2006, which filing is hereby ratified
and approved in all 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 Section 7.1(k).  Code means the Internal Revenue Code of
1986, as amended and in effect from time to time, or any successor to such
statute.  Commission means the United States
Securities and Exchange Commission.  Common Shares means Shares representing
common limited liability company interests in the Company, as further described
in Article V.  Company has the meaning assigned to such
term in the preamble.  Delaware General Corporation Law means
the Delaware General Corporation Law, as amended, supplemented or restated from
time to time, or any successor to such statute.  Delaware LLC Act means the Delaware
Limited Liability Company Act, as amended, supplemented or restated from time
to 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 global form, The Depository Trust Company and its successors
and permitted assigns.  Director means a member of the Board of
Directors of the Company.  Disputes has the meaning assigned to such
term in Section 16.1.  Distribution means the distribution by
HPT of all of the issued and outstanding Common Shares of the Company to the
Transfer Agent, which distribution shall be effected by written instructions to
distribute such Common Shares to each holder of record of HPT common shares, as
further described in the Transaction Agreement.  Distribution Date means the date on which
the Distribution takes place.  Exchange Act means the Securities
Exchange Act of 1934, as amended, supplemented or restated from time to time,
or any successor to such statute, and the applicable rules and regulations
thereunder.  Exchange Rule means a rule of the
National Securities Exchange on which the Common Shares or other securities of
the Company are listed for trading.  HPT has the meaning assigned to such term
in the prologue to this Agreement.  2


Indemnitee means (a) any natural
Person who is or was an officer (including any Officer), director (including
any Director), trustee, manager or partner of the Company or any Subsidiary of
the Company, (b) any natural Person who is or was serving at the request
of the Company as an officer, director, member, trustee, manager or partner of
another Person (provided that a
Person shall not be an Indemnitee by reason of providing, on a fee-for-services
basis, trustee, fiduciary or custodial services) and (c) any Person the
Board of Directors designates as an Indemnitee for purposes of this
Agreement.  For purposes of this
Agreement, HPT and Reit Management & Research LLC, together with their
respective officers and directors, are each designated as Indemnitees.  Initial Shareholder means HPT.  Liquidation Date means the date on which
an event giving rise to the dissolution of the Company occurs.  Liquidator means one or more Persons
selected by the Board of Directors to perform the functions described in
Section 12.2 as liquidating trustee of the Company within the meaning of
the Delaware LLC Act.  Meeting Record Date has the meaning
assigned to such term in Section 9.1(i).  Merger Agreement has the meaning assigned
to such term in Section 14.1.  National Securities Exchange means an
exchange registered with the Commission under Section 6(a) of the
Exchange Act, as amended, supplemented or restated from time to time, and any
successor to such statute.  Officers has the meaning assigned to such
term in Section 7.3(a).  Opinion of Counsel means a written
opinion of counsel (who may be regular counsel to the Company or any of its
Affiliates) acceptable to the Board of Directors.  Outstanding means, with respect to any
securities of the Company, all securities of the Company that are issued by the
Company and reflected as outstanding on the Companys books and records as of
the date of determination.  Person means an individual or a
corporation, limited liability company, partnership, joint venture, trust,
unincorporated organization or other enterprise (including an employee benefit
plan), association, government agency or political subdivision thereof or other
entity.  Plan of Conversion has the meaning
assigned to such term in Section 14.1.  Prime Rate means the prime rate of
interest as quoted from time to time by The Wall Street Journal or another
source reasonably selected by the Company.  Pro Rata means apportioned equally among
all Shares of the class or series in question.  Quarter means, unless the context requires
otherwise, a fiscal quarter of the Company, or, with respect to the first
fiscal quarter ending after the Distribution Date, the portion of such fiscal
quarter after the Distribution Date.  3


Record Date means the date established by
the Board of Directors for determining (a) the identity of the Record
Holders entitled to notice of, or to vote at, any meeting of Shareholders or
entitled to exercise rights in respect of any lawful action of Shareholders or
(b) the identity of Record Holders entitled to receive any report or
distribution or to participate in any offer.  Record Date Request Notice has the
meaning assigned to such term in Section 9.1(f).  Record Holder means the Person in whose
name Shares are registered on the books of the Transfer Agent as of the opening
of business on a particular Business Day, or with respect to other securities
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 the
opening of business on such Business Day.  Request Record Date has the meaning
assigned to such term in Section 9.1(f).  Securities Act means the Securities Act
of 1933, as amended, supplemented or restated from time to time, or any
successor 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 the
Outstanding Common Shares.  Share Plurality means a majority of the
Outstanding 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 at
the conclusion of voting thereon, as prescribed or determined by the Board of
Directors.  Share Separate Class Approval means
a majority of the Outstanding Shares of each class and series of Shares with
voting power, voting separately by class and series.  Share Super-Majority Approval means 75%
of the Outstanding Shares of each class and series of Shares with voting power,
voting together as a single class.  Shares means the shares of any class or
series of limited liability company interest in the Company (but excluding any
options, rights, warrants and appreciation rights relating to a limited
liability company interest in the Company), including Common Shares.  Shareholders means the holders of Shares
that have been admitted to the Company as members of the Company in accordance
with this Agreement.  Shareholder Requested Meeting has the
meaning assigned to such term in Section 9.1(i).  Shareholder Associated Person has the
meaning assigned to such term in Section 9.7(a).  Special Meeting Percentage has the
meaning assigned to such term in Section 9.1(e).  Special Meeting Request has the meaning
assigned to such term in Section 9.1(g).  Subsidiary means, with respect to any
Person, (a) a corporation of which more than 50% of the voting power of
shares entitled (without regard to the occurrence of any contingency) to vote
in the election  4


of directors or other governing body of such
corporation is owned, directly or indirectly, at the date of determination, by
such Person, by one or more Subsidiaries of such Person or a combination
thereof, (b) a partnership (whether general or limited) in which such
Person or a Subsidiary of such Person is, at the date of determination, a
general or limited partner of such partnership, but only if more than 50% of the
partnership interests of such partnership (considering all of the partnership
interests of the partnership as a single class) is owned, directly or
indirectly, at the date of determination, by such Person, by one or more
Subsidiaries of such Person, or a combination thereof, or (c) any other
Person (other than a corporation or a 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 majority ownership
interest or (ii) the power to elect or direct the election of a majority
of the directors or other governing body of such Person.  Surviving Business Entity has the meaning
assigned to such term in Section 14.2.  Transaction Agreement means the
Transaction Agreement made on or about the date hereof by and among HPT, HPT TA
Properties Trust, HPT TA Properties LLC, Reit Management & Research
LLC and the Company, as the same may be amended, supplemented or restated from
time to time.  transfer has the meaning assigned to such
term in Section 4.4.  Transfer Agent means such bank, trust
company or other Person (including the Company or one of its Affiliates) as
shall be appointed from time to time by the Company to act as registrar and
transfer agent for the Shares; provided that
if no Transfer Agent is specifically designated for Shares or any other
securities of the Company, the Company shall act in such capacity.  Treasury Regulations means the Treasury
Regulations (including temporary and proposed regulations) promulgated by the
United States Department of Treasury with respect to the Code or other federal
tax statutes.  U.S. GAAP means United States generally
accepted accounting principles as in effect from time to time.  Section 1.2             Construction.  Unless
the context requires otherwise: (a) any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns, pronouns and verbs shall include the plural and vice
versa; (b) references to Articles and Sections refer to Articles and
Sections of this Agreement; and (c) the term include or includes means
include(s), without limitation, and including means including, without
limitation.  Except as
otherwise specifically provided herein, when referring to any action or
determination of the Board of Directors, the phrase sole and absolute
discretion, or words of similar import, shall mean that there shall be no
standards for the exercise of such discretion other than as required by any
applicable fiduciary duties as modified by the terms of this Agreement.  ARTICLE II ORGANIZATION  Section 2.1Formation.  The Initial Shareholder formed the Company as
a limited liability company pursuant to the provisions of the Delaware LLC Act and
hereby adopts this Agreement in its  5


entirety
as an amendment and restatement of the Original LLC Agreement of the
Company.  Except as expressly provided to
the contrary in this Agreement, the rights, duties (including fiduciary
duties), liabilities and obligations of the Directors and Shareholders and the
administration, dissolution and termination of the Company shall be governed by
the Delaware LLC Act.  All Shares shall
constitute personal property of the owner thereof for all purposes, and a
Shareholder has no interest in specific Company property.  Section 2.2Name.  The name of the Company shall be
TravelCenters of America LLC.  The
Companys business may be conducted under any other name or names, as
determined by the Board of Directors. 
The Board of Directors may change the name of the Company at any time
and from time to time and shall notify the Shareholders of such change in the
next regular communication to the Shareholders.  Section 2.3Registered Office; Registered Agent; Principal Office; Other Offices.  The Board of Directors may establish and
change the principal office or place of business of the Company at any time and
may cause the Company to establish other offices or places of business in
various jurisdictions.  The name and
address of the registered agent and the address of the registered office for
service of process on the Company as required by the Delaware LLC Act are
Corporation Service Company, 2711 Centerville Road, Wilmington, Delaware.  Section 2.4Purposes and Powers.  The Company
shall have the authority to engage in any lawful business, purpose or activity
permitted by the Delaware LLC Act.  The
Company shall possess and may exercise all powers and privileges granted or permitted
by the Delaware LLC Act.  Section 2.5Power of Attorney.  Each Shareholder hereby constitutes and
appoints each of the Chief Executive Officer, the President and the Secretary
of the Company and, if a Liquidator shall have been selected pursuant to
Section 12.2, the Liquidator and each of their authorized officers and
attorneys-in-fact, as the case may be, with full power of substitution, as his
true and lawful agent and attorney-in-fact, with full power and authority in
the name, place and stead of such Person, to execute (i) all agreements,
instruments, certificates and other documents and take all actions necessary or
appropriate to or for the furtherance 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 hereby declared to be irrevocable and a power coupled with an
interest, and it shall survive and, to the maximum extent permitted by law,
shall not be affected by the subsequent death, incompetency, disability,
incapacity, dissolution, bankruptcy or termination of any Shareholder or the
transfer of all or any portion of such Shareholders Shares and shall extend to
such Shareholders heirs, successors, assigns and personal representatives.  Section 2.6Term.  The Companys existence shall be perpetual,
unless and until it is dissolved in accordance with the provisions of
Article XII.  The existence of the
Company as a separate legal entity shall continue until the cancellation of the
Certificate of Formation as provided in the Delaware LLC Act.  Section 2.7Title to Company Assets.  Title to Company assets, whether real,
personal or mixed and whether tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Shareholder, Director or Officer,
individually or collectively, shall have any ownership interest in such Company
assets or any portion thereof.  Title to
any or all of the Company assets may be held in the name of the Company or one
or more nominees, as the Board of Directors may determine.  6


ARTICLE III RIGHTS OF SHAREHOLDERS AND
LIMITATIONS THEREOF  Section 3.1             Shareholders.  (a)        A Person shall be admitted as a
Shareholder and shall, without further action, including execution of this
Agreement, become a party to and become bound by the terms of this Agreement if
such Person purchases or otherwise lawfully acquires any Shares to the fullest
extent permitted by law.  A Person may
become a Record Holder without the consent or approval of any of the
Shareholders.  A Person may not become a
Shareholder without acquiring one or more Shares.  (b)        The name and mailing address of each
Shareholder shall be listed on the books and records of the Company maintained
for such purpose by the Company or the Transfer Agent.  The Secretary of the Company shall update, or
cause to be updated, the books and records of the Company from time to time as
necessary to reflect 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, tort or otherwise, shall be solely the debts,
obligations and liabilities of the Company. 
The Directors, Officers and Shareholders shall have no liability under
this Agreement or for any such debt, obligation or liability of the Company, in
their capacity as such, except as expressly provided in this Agreement or the
Delaware LLC Act.  (d)        Shareholders shall not have any right to
resign from the Company; provided that when a transferee of all of a
Shareholders Shares acquires such Shares, such transferring Shareholder shall
cease to be a Shareholder (and member of the Company).  Section 3.2Management of Business.  No Shareholder, in his capacity as such,
shall participate in the operation or management of the Companys business,
transact any business in the Companys name or have the power to sign documents
for or otherwise bind the Company by reason of being a Shareholder.  Section 3.3Outside Activities of the
Shareholders.  Notwithstanding
any duty (including any fiduciary duty) that might otherwise exist at law or in
equity, any Shareholder shall be entitled to and may have business interests
and engage in business activities in addition to those relating to the Company,
including business interests and activities in direct competition with the
Company.  Notwithstanding any duty
(including any fiduciary duty) that might otherwise exist at law or in equity,
neither the Company nor any of the other Shareholders shall have any rights by
virtue of this Agreement in any business ventures of any Shareholder.  ARTICLE IV CERTIFICATES; RECORD HOLDERS;
TRANSFER OF SHARES; REDEMPTION OF SHARES  Section 4.1Certificates.  Upon the Companys issuance of Shares or
other securities to any Person, the Company may, but shall not be obligated to,
issue one or more Certificates in the name of such Person evidencing the number
of such Shares or securities being so issued. 
In addition, subsequent to the issuance of such Shares or other
securities, the Board of Directors may, but shall not be obligated to,  7


provide that every Shareholder or other holder of
such securities shall be entitled to have a Certificate certifying the number
and class of Shares or securities owned by such Person.  Subsequent to the date hereof, the Board of
Directors may, but shall not be obligated to, provide that, notwithstanding the
foregoing, every Shareholder shall be entitled to have a Certificate certifying
the number and class of Shares owned by such Shareholder.  Certificates shall be executed on behalf of
the Company by the Chairman of the Board, President or any Vice President and
the Secretary or any Assistant Secretary. 
No Certificate shall be valid for any purpose until it has been
countersigned by the Transfer Agent; provided, however, that if the Board of
Directors elects to issue Shares or other securities in global form, the
Certificates with regard thereto shall be valid upon receipt by the Depository
and need not be countersigned.  Any or
all of the signatures required on the Certificate may be by facsimile.  If any Officer or Transfer Agent who shall
have signed or whose facsimile signature shall have been placed upon any such
Certificate shall have ceased to be such Officer or Transfer Agent before such
Certificate is issued by the Company, such Certificate may nevertheless be
issued by the Company with the same effect as if such Person were such Officer
or Transfer Agent at the date of issue.  Section 4.2             Mutilated,
Destroyed, Lost or Stolen Certificates.  (a)        If any mutilated Certificate is
surrendered to the Transfer Agent, the appropriate Officers on behalf of the
Company shall execute, and the Transfer Agent shall countersign and deliver in
exchange therefor, a new Certificate evidencing the same number and type of
securities as the Certificate so surrendered.  (b)        The appropriate Officers on behalf of
the Company shall execute and deliver, and the Transfer Agent shall countersign,
a new Certificate in place of any Certificate previously issued if the Record
Holder of the Certificate:  (i)makes proof by affidavit, in form and substance
satisfactory to the Company or to the Transfer Agent, that a previously issued
Certificate has been lost, destroyed or stolen;  (ii)requests the issuance of a new Certificate before
the Company has notice that the Certificate has been acquired by a purchaser
for 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 the
Company or the Transfer Agent, with a surety or sureties and with fixed or open
penalty as the Company or the Transfer Agent may direct to indemnify the
Company and the Transfer Agent against any claim that may be made on account of
the alleged loss, destruction or theft of the Certificate; and  (iv)satisfies any other reasonable requirements imposed
by the Company or the Transfer Agent.  8


If a Shareholder fails to notify the Company within
a reasonable time after such Shareholder has notice of the loss, destruction or
theft of a Certificate, and a transfer of the Shares represented by the Certificate
is registered before the Company or the Transfer Agent receives such
notification, the Shareholder shall be precluded from making any claim against
the Company or the Transfer Agent for such transfer or for a new Certificate.  (c)        As a condition to the issuance of any
new Certificate under this Section 4.2, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Transfer Agent) reasonably connected therewith.  Section 4.3Record
Holders.   The Company shall
be entitled to recognize the Record Holder as the owner of Shares or other
securities issued by the Company and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such Shares or other securities
on the part of any other Person, regardless of whether the Company shall have
actual or other notice thereof, except as otherwise provided by law or any
applicable rule, regulation, guideline or requirement of any National
Securities Exchange on which such Shares or securities are listed for
trading.  Without limiting the foregoing,
when a Person (such as a broker, dealer, bank, trust company or clearing
corporation or an agent of any of the foregoing) is acting as nominee, agent or
in some other representative capacity for another Person in acquiring and/or
holding Shares or other securities, as between the Company on the one hand, and
such other Persons on the other, such representative Person shall be the Record
Holder of such Shares.  Section 4.4Transfer
Generally.   Except as
otherwise set forth in this Agreement, the term transfer, when used in this
Agreement with respect to any Shares, shall be deemed to refer to a transaction
by which the holder of Shares assigns such Shares to another Person who is or
becomes a Shareholder, and 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 this
Article IV.  To the fullest extent
permitted by law, any transfer or purported transfer of Shares not made in
accordance with this Article IV shall 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 a register that, subject to such reasonable
regulations as it may prescribe, will provide for the registration and transfer
of both certificated and uncertificated Shares. 
The Transfer Agent is hereby appointed registrar and transfer agent for
the purpose of registering Shares and transfers of such Shares as herein
provided.  (b)        The Company shall not recognize
transfers of Certificates evidencing Shares unless such transfers are effected
in the manner described in this Section 4.5.  Upon surrender of a Certificate for
registration of transfer of any Shares evidenced by a Certificate in accordance
with this Agreement, the appropriate Officers of the Company shall execute and
deliver, and the Transfer Agent shall countersign and deliver, in the name of
the holder or the designated transferee or transferees, as required pursuant to
the Record Holders instructions, one or more new Certificates evidencing the
same aggregate number and type of Shares as were evidenced by the Certificate
so surrendered.  The Company shall not
recognize any transfer of certificated Shares until any Certificates evidencing
such Shares are surrendered for registration of transfer.  No charge shall be imposed by the Company for
such transfer; provided that as a condition to  9


the issuance of any new Certificate under this
Section 4.5(b), the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed with respect
thereto.  (c)        By acceptance of the transfer of any
Shares in accordance with this Section 4.5, each transferee of Shares
(including any nominee holder or an agent or representative acquiring such
Shares for the account of another Person) (i) shall be admitted to the
Company as a Shareholder with respect to the Shares so transferred to such
Person when any such transfer or admission is reflected in the books and
records of the Company, with or without execution of 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 authority to enter into this
Agreement, (v) grants the power of attorney contained herein to the
Officers of the Company and any Liquidator of the Company and (vi) makes
the consents and waivers contained in this Agreement.  The transfer of any Shares and the admission
of any new Shareholder shall not constitute an amendment to this Agreement.  ARTICLE V ISSUANCE OF SHARES  Section 5.1Issuance
to Initial Shareholder.   Pursuant
to the Original LLC Agreement, the Company issued one Common Share to the
Initial Shareholder.  The Initial
Shareholder owns 1 Common Share at the time of the execution of this Agreement,
representing all of the issued and outstanding Shares.  Immediately prior to the Distribution on the
Distribution Date, the Company will automatically be deemed to issue or have
issued to the Initial Shareholder (which will continue to be a member of the
Company through completion of the Distribution) such additional Common Shares
so that the total number of Common Shares held by the Initial Shareholder will
be equal to the number of Common Shares required to be distributed pursuant to
the Transaction Agreement.  Upon completion
of the Distribution and immediately following the admission of at least one
Shareholder as a member of the Company in connection therewith, the Initial
Shareholder shall cease to be a member of the Company.  Unless otherwise specified by the Board of
Directors, no interest shall be paid by the Company on the capital
contributions of any Shareholder, and no Shareholder shall be entitled to the
withdrawal or return of its capital contribution.  Section 5.2             Rights
of Holders of Common Shares.  (a)        The only class or series of Shares
authorized and Outstanding on the date of this Agreement is the Common
Shares.  All preferences, voting powers,
relative, participating, optional or other special rights and privileges, and
qualifications, limitations, or restrictions of the Common Shares are expressly
made subject and subordinate to those that may be fixed by the Board of
Directors with respect to any additional classes or series of Shares.  (b)        Except as otherwise required by law or
this Agreement and subject to the preferential rights of any additional classes
or series of Shares authorized by the Board of Directors, each holder of Common
Shares shall have one vote in respect of each Common Share held by such
Shareholder of record on the books of the Company on all matters submitted to a
vote of Shareholders.  10


(c)Subject to the preferential rights of any
additional classes or series of Shares authorized by the Board of Directors,
the holders of Common Shares shall be entitled to receive, when, as and if
declared by the Board of Directors of the Company, out of the assets of the
Company which are by law available therefor, distributions payable either in
cash, in property or in securities of the Company.  (d)In the event of any dissolution, liquidation or
winding up of the affairs of the Company, after satisfaction (whether by
payment or reasonable provision for payment) of creditors of the Company and
after distribution in full of the preferential amounts, if any, to be
distributed to the holders of other securities of the Company, the holders of
Common Shares shall be entitled to receive (with or without participation of
the holders of other securities of the Company, as determined by the Board of
Directors at the time of authorization of such securities) all of the remaining
assets of the Company of whatever kind available for distribution to the
holders of the Common Shares ratably in proportion to the number of Common
Shares by them unless otherwise provided by law.  Section 5.3Issuances of Additional Company
Securities.  (a)The Company may issue additional Shares and other
securities of the Company, and unsecured and secured debt obligations, debt
obligations convertible into any class or series of Shares, or any combination
of the foregoing, and options, rights, warrants, appreciation rights and other
derivative rights relating to the securities of the Company, for any Company
purpose at any time and from time to time to such Persons for such
consideration and on such terms and conditions as the Board of Directors shall
determine, all without the approval of any Shareholder.  (b)Additional Shares authorized to be issued by the
Company pursuant to Section 5.3(a) may be authorized and/or issued in
one or more classes or series, with such designations, preferences, rights,
powers and duties (which may be senior to existing classes and series of Shares
or other securities of the Company), as shall be fixed by the Board of
Directors and reflected in a written action or actions approved by the Board of
Directors in compliance with Section 7.1(i) (each, a Share Designation), including
(i) the right to share in Company distributions; (ii) the rights upon
dissolution and liquidation of the Company; (iii) whether, and the terms
and conditions upon which, the Company may redeem such class or series of
Shares; (iv) whether such class or series of Shares is issued with the
privilege of conversion or exchange and, if so, the terms and conditions of
such conversion or exchange; (v) the terms and conditions upon which each
class or series of Shares will be issued, evidenced (or not evidenced) by
certificates and assigned or transferred; and (vii) the right, if any, of
each such class or series of Shares to vote on Company matters, including
matters relating to the relative rights, preferences and privileges of such class
or series of Shares.  A Share Designation
(or any resolution of the Board of Directors amending any Share Designation)
shall be effective when a duly executed (executed in accordance with
Section 7.1(i)) original of the same is delivered to the Secretary of the
Company for inclusion among the permanent records of the Company.  For the avoidance of doubt, any securities of
the Company, in addition to additional classes or series of Shares, may be
issued on such terms and conditions as the Board of Directors may determine.  (c)The Board of Directors shall take all actions that
it determines to be necessary or appropriate in connection with (i) each
issuance of Shares and other securities of the Company, unsecured and secured
debt obligations, debt obligations convertible into any class or series of
Shares, or any combination of the foregoing, and options, rights, warrants,
appreciation rights and other derivative rights relating to securities,  11


issued pursuant to this Section 5.3; (ii) the admission of
additional Shareholders; and (iii) all additional issuances of securities
by the Company.  The Board of Directors
shall determine the relative designations, preferences, rights, powers and
duties of the holders of the Shares or other securities being so issued.  The Board of Directors shall do all things
necessary to comply with the Delaware LLC Act and is authorized and directed to
do all things that it determines to be necessary or appropriate in connection with
any future issuance of securities pursuant to the terms of this Agreement,
including compliance with any statute, rule, regulation or guideline of any
federal, state or other governmental agency or any National Securities Exchange
on which the Common Shares or other securities of the Company are listed for
trading.  Section 5.4No Preemptive Rights.  No Person
shall have any preemptive, preferential or other similar right with respect to
the issuance of any securities of the Company, whether unissued, held in the
treasury or hereafter created.  Section 5.5Rights of Additional Classes and
Series of Shares.  Notwithstanding anything to the contrary
contained in this Agreement, the voting and other rights of a particular class
or series of Shares are subject to the voting and other rights of any class or
series of Shares designated by the Board of Directors.  Section 5.6Splits and Combinations.  (a)The Company may make a Pro Rata distribution of
securities to all Record Holders of one or more classes or series of Shares, or
may effect a subdivision or combination of any class or series of Shares.  (b)Whenever such a distribution, subdivision or
combination is declared, the Board of Directors shall select a Record Date as
of which the distribution, subdivision or combination shall be effective and
shall send notice thereof to each applicable Record Holder thereof in
compliance with all applicable laws and rules of any National Securities
Exchange on which the Common Shares or other securities of the Company are
listed for trading.  (c)Unless otherwise determined by the Board of
Directors, the Company shall not issue fractional Shares upon any distribution,
subdivision or combination of Shares.  If
a distribution, subdivision or combination of Shares would result in the
issuance of fractional Shares but for the contrary provisions hereof, then
unless otherwise determined by the Board of Directors, each fractional Share
shall be rounded to the nearest whole Share (and a 0.5 Share shall be rounded
to the next higher Share).  Section 5.7Fully Paid and Non-Assessable
Nature of Shares.  
All Shares issued pursuant to, and in accordance with the requirements
of, this Article V shall be validly issued, fully paid and non-assessable
Shares of the Company, except to the extent otherwise provided in this
Agreement or a Share Designation.  ARTICLE VITAX TREATMENT  Section 6.1Tax Treatment of the Company and
the Initial Shareholder Prior to the Distribution.Prior to the time of the Distribution, the Company
shall be treated as a disregarded entity for all purposes under the Code
pursuant to Section 301.7701-2(c)(2)(i) of the Treasury
Regulations.  The Initial  12


Shareholder intends that no action be taken to treat the Company as a
corporation under the Code prior to the Distribution.  Section 6.2Tax Treatment of the Company and
the Shareholders Subsequent to the Distribution.  Subsequent
to the Distribution, pursuant to Section 7704 of the Code, the Company
will be a publicly traded partnership and be treated as if it were a
corporation for all purposes under the Code. 
As a result, all Company items of income, gain, loss, deduction, expense
and credit will be treated as tax attributes of the Company, and, for purposes
of the Delaware LLC Act, each Shareholder will have no claim on and no right to
any such tax attributes of the Company, in the same manner as corporate
shareholders under the Code and the Delaware General Corporation Law.  ARTICLE VII MANAGEMENT AND OPERATION OF
BUSINESS  Section 7.1Board of Directors.  (a)Except as otherwise expressly provided in this
Agreement, the business and affairs of the Company shall be managed by or under
the direction of a Board of Directors (the Board
of Directors).  As provided
in Section 7.3, the Board of Directors shall have the power and authority
to appoint Officers of the Company.  The
Directors shall constitute managers within the meaning of the Delaware LLC
Act.  No Shareholder, by virtue of such
Shareholders status as such, shall have any management power over the business
and 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 extent permitted 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 the Delaware
General Corporation Law.  In addition to
the powers that now or hereafter can be granted to managers under the Delaware
LLC Act and to all other 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 and authority to do, and to direct
the Officers to do, all things (and on such terms as it determines to be necessary
or appropriate) to conduct the business of the Company, to exercise all powers
set forth in Section 2.4 and to effectuate the purposes set forth in
Section 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;  (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;  13


(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;  14


(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 of Directors then constituting the whole Board of
Directors, provided that,
effective immediately after the Distribution, such number shall be at least three
and no more than seven.  Notwithstanding
the foregoing, the Board of Directors, by unanimous vote of the Directors then
in office, may change the minimum and maximum number of Directors; provided
that the Board of Directors shall not decrease the number of Persons that
constitutes the whole Board of Directors if such decrease would shorten the
term of any Director.  (c)Except as may be provided by the Board of Directors
in setting the terms of any class or series of Shares, any and all vacancies on
the Board of Directors may be filled only by the affirmative vote of a majority
of the remaining Directors in office, even if the remaining Directors do not
constitute a quorum, and any Director elected to fill a vacancy shall serve for
the remainder of the full term of the directorship in which such vacancy
occurred.  (d)Effective upon the Distribution, the Directors
(other than any Director subsequently elected solely by holders of one or more
classes or series of Shares as specified by the Board of Directors upon the
authorization of such Shares) shall be classified into three groups, Group I,
Group II and Group III.  The number of
Directors in each class shall be as nearly equal in number as possible, as
determined by the Board of Directors. 
Directors in Group I shall serve for a term ending at the annual meeting
of Shareholders to be held in 2008; Directors in Group II shall serve for a
term ending at the annual meeting of Shareholders to be held in 2009; and
Directors in Group III shall serve for a term ending at the 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 annual meeting of the Shareholders,
the successors to the class of Directors whose term expires at such meeting
shall be elected by the Shareholders to hold office for a term expiring at the
annual meeting of Shareholders held in the third year following the year of
their election and until their successors are duly elected.  (e)Effective upon the Distribution, three of the
Directors shall be Independent Directors, as defined below, and the remaining
two Directors shall be Managing Directors. Independent Directors shall be
those directors who meet the qualifications as independent directors under the
applicable rules of each National Securities Exchange on which the Common
Shares or other securities of the Company are listed for trading and the
Commission from time to time.  Managing
Directors shall mean Directors who are not Independent Directors.  If at any time the Board of Directors shall
not be comprised of a majority of Independent Directors, the Board of Directors
shall take such actions as will cure such condition, including increasing the
size of the Board of Directors and electing one or more Independent Directors;
provided that the fact that the Board of Directors does not have a majority of
Independent Directors at any time or from time to time shall not affect the
validity of any action taken by the Board of Directors.  15


(f)Effective upon the Distribution, the Group I
Directors, the Group II Directors and the Group III Directors shall be as
specified in a written consent of the Initial Shareholder adopted prior to the
Distribution.  (g)Directors need not be Shareholders.  The Board of Directors may, from time to time
and by the adoption of resolutions, establish qualifications for Directors.  (h)Unless otherwise required by law or the provisions
hereof,  (i)each member of the Board of Directors shall have
one vote;  (ii)the presence at a meeting of the Board of Directors
of a majority of the members of the Board of Directors shall constitute a
quorum at any such meeting (or at any adjournment thereof) for the transaction
of business; and  (iii)the act of a majority of the members of the Board
of Directors present at a meeting of the Board of Directors at which a quorum
is present shall be deemed to constitute the act of the Board of Directors.  (i)Regular meetings of the Board of Directors and any
committee thereof shall be held at such times and places as shall be designated
from time to time by resolution of the Board of Directors or such
committee.  Notice of such regular
meetings shall not be required.  Special
meetings of the Board of Directors or meetings of any committee thereof may be
called by the Chairman of the Board or the chairman of such committee, as the
case may be, or on the written request of a majority of the Directors then in
office or a majority of the committee members then in office, as applicable, to
the Secretary, in each case on at least twenty-four hours personal, written,
fax or other electronic notice to each Director or committee member, which
notice may be waived by any Director. 
Any such notice, or waiver thereof, need not state the purpose of such
meeting except as may otherwise be required by law.  Attendance of a Director at a meeting shall constitute
a waiver of notice of such meeting, except where such Director attends the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.  Any action required or permitted to be taken
at a meeting of the Board of Directors, or any committee thereof, may be taken
without a meeting, without prior notice and without a vote if a consent or
consents in writing, setting forth the action so taken, are signed by a
majority of the members of the Board of Directors or committee.  Members of the Board of Directors or any
committee thereof may participate in and hold a meeting by means of conference
telephone, video conference or similar communications equipment by means of
which all Persons participating in the meeting can hear each other at the same time,
and participation in such meetings shall constitute presence in Person at the
meeting.  (j)The Board of Directors may designate one or more
committees, each committee to consist of one or more of the Directors.  The Board of Directors may designate one or
more Directors as alternate members of any committee, who may replace any
absent or disqualified Director at any meeting of such committee.  Any such committee, to the extent provided in
the resolution of the Board of Directors or in this Agreement, shall have and
may exercise all powers and authority of the Board of Directors in the  16


management of the business and affairs of the Company; but no such
committee shall have the power or authority in reference to the following
matters: approving or adopting, or recommending to the Shareholders, any action
or matter expressly required by this Agreement or the Delaware LLC Act to be
submitted to the Shareholders for approval, or adopting, amending or repealing
any provision of this Agreement.  The
Board of Directors, or, if authorized by the Board in a committee charter or
otherwise, the members of any committee may choose a chairman, shall keep
regular minutes of its proceedings and report the same to the Board of
Directors when requested, and, unless the same shall be determined by the Board
of Directors, shall fix its own rules or procedures and shall meet at such
times and at such place or places as may be provided by such rules.  Unless otherwise required by law or the
provisions hereof,  (i)each member of a committee shall have one vote;  (ii)the presence at a meeting of a committee of a
majority of the members of the committee shall constitute a quorum at any such
meeting for the transaction of business; and  (iii)the act of a majority of the members of a committee
present at a meeting of the committee at which a quorum is present shall be
deemed to constitute the act of the committee.  (k)The Board of Directors may elect one 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 at all meetings of
the Board of Directors and of Shareholders, unless otherwise directed by the
Board of Directors.  If the Board of
Directors does not elect a Chairman or if the Chairman is absent from the
meeting, the Chief Executive Offer, if present and a Director, or any other
Director chosen by the Board of Directors, shall preside.  In the absence of a Secretary, the person
presiding over the meeting may appoint any Person to serve as secretary of the
meeting.  (l)Unless otherwise restricted by law, the Board of
Directors shall have the authority to fix the compensation of the
Directors.  The Directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or paid a stated salary or paid other compensation as Director.  No such payment shall preclude any Director
from serving the Company in any other capacity and receiving compensation
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 the rights of holders of one or more
future classes or series of Shares to elect or remove one or more Directors,
any Director may be removed from office at any time, but only for cause and
then only by the unanimous vote of the other Directors then in office.  In addition, subject to the rights of holders
of one or more future classes or series of Shares 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 at any 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
any particular Director, incapacity, conviction of a felony or a final  17


judgment of a court of competent jurisdiction holding that such Director
caused demonstrable, material harm to the Company through bad faith or active
and deliberate dishonesty.  Section 7.2Certificate of Formation.  The
Certificate of Formation has been filed with the Secretary of State of Delaware
as required by the Delaware LLC Act.  The
Board of Directors shall use all reasonable efforts to cause to be filed such
other certificates or documents that it determines to be necessary or appropriate
for the formation, continuation, qualification and operation of a limited
liability company in the State of Delaware or any other state in which the
Company may elect to do business or own property.  To the extent that the Board of Directors determines
such action to be necessary or appropriate, the Board of Directors shall direct
the appropriate Officers of the Company to file amendments to and restatements
of the Certificate of Formation and do all things to maintain the Company as a
limited liability company under the laws of the State of Delaware or of any
other state in which the Company may elect to do business or own property.  The Company shall not be required, before or
after filing, to deliver or mail a copy of the Certificate of Formation, any
qualification document or any amendment thereto to any Shareholder.  Section 7.3Officers.  (a)The Board of Directors shall have the power and
authority to appoint such officers with such titles, authority and duties as
determined by the Board of Directors. 
Such Persons so designated by the Board of Directors shall be referred
to as Officers. Except as
otherwise specifically provided in this Agreement and to the extent permitted
by law, as near as practical, the authority, powers, functions and duties
(including fiduciary duties) of the Officers shall be identical to the
authority, powers, functions and duties (including fiduciary duties) of the
officers of a business corporation organized under the Delaware General
Corporation Law.  Unless provided
otherwise by resolution 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 Company shall include a Chief
Executive Officer, a President, and a Secretary, and may also include a
Chairman of the Board, a Vice Chairman, Chief Financial Officer, Chief
Operating Officer, Treasurer, one or more Vice Presidents (who may be further
classified by such descriptions as executive, senior, assistant or otherwise,
as the Board of Directors shall determine), one or more Assistant Secretaries
and one or more Assistant Treasurers. 
Officers shall be elected by the Board of Directors from time to time as
the Board of Directors considers appropriate. 
Each Officer shall hold office until his successor is elected and
qualified or until his earlier death, resignation or removal.  Any number of offices may be held by the same
Person.  The compensation of Officers
elected by the Board of Directors shall be fixed from time to time by the Board
of Directors or by such Officers as may be designated by resolution of the
Board of Directors.  (c)Any Officer may resign at any time upon written
notice to the Company.  Any Officer,
agent or employee of the Company may be removed by the Board of Directors with
or without cause at any time.  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 the Company shall not of itself create contract
rights.  18


(d)Subject to the control of the Board of Directors
and the executive committee (if any) of the Board of Directors, the Chief
Executive Officer shall have general executive charge, management and control
of the properties, business and operations of the Company with all such powers
as may be reasonably incident to such responsibilities; he or she may employ
and discharge employees and agents of the Company except such as shall be
appointed by the Board of Directors, and he or she may delegate these powers;
he or she may agree upon and execute all leases, contracts, evidences of
indebtedness and other obligations in the name of the Company, and shall have
such other powers and duties as designated in accordance with this Agreement
and as from time to time may be assigned by the Board of Directors.  (e)If elected, the Chairman of the Board shall have
such powers and duties as are designated in this Agreement and as from time to
time may be assigned by the Board of Directors.  (f)Unless the Board of Directors otherwise determines,
the President shall have such powers and duties as are designated in accordance
with this Agreement 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 Vice President designated by the
Board of Directors shall perform the duties of the President, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the President.  In the absence of a
designation by the Board 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 Vice President who is present and who is senior in terms of
uninterrupted time as a Vice President of the Company shall so act.  The Vice President shall perform such other
duties and have such other powers as the President or the Board of Directors
may from time to time prescribe.  (h)The Treasurer shall have responsibility for the
custody and control of all the funds and securities of the Company and shall
have such other powers and duties as are designated in accordance with this
Agreement and as from time to time may be assigned to the Treasurer by the
Board of Directors.  The Treasurer shall
perform all acts incident to the position of Treasurer, subject to the control
of the Chief Executive Officer and the Board of Directors.  Each Assistant Treasurer shall have such
powers and duties as are designated in accordance with this Agreement and as
from time to time may be assigned by the Treasurer or the Board of
Directors.  The Assistant Treasurers
shall exercise the powers of the Treasurer during that Officers absence or
inability or refusal to act.  (i)The Secretary shall issue all authorized notices
for, and shall keep minutes of, all meetings of the Shareholders and the Board
of Directors.  The Secretary shall have
charge of the Companys minute books and shall perform such other duties as the
Board of Directors may from time to time prescribe.  In the absence or inability to act of the
Secretary, any Assistant Secretary may perform all the duties and exercise all
the powers of the Secretary.  The
performance of any such duty shall, in respect of any other Person dealing with
the Company, be conclusive evidence of the power to act.  An Assistant Secretary shall also perform
such other duties as the Secretary or the Board of Directors may assign.  (j)Unless the Board of Directors otherwise determines
and subject to such limitations as the Board of Directors may adopt, each Officer
shall have the authority to agree upon and execute all leases,  19


contracts, evidences of indebtedness and other obligations in the name
of the Company.  The Board of Directors
may from time to time delegate all or a portion of the powers or duties of any
Officer to any other Officers or agents, notwithstanding any provision hereof.  (k)Unless otherwise directed by the Board of
Directors, the Chief Executive Officer, the President or any Officer of the
Company authorized by the Chief Executive Officer shall have power to vote and
otherwise act on behalf of the Company, in person or by proxy, at any meeting
of shareholders of or with respect to any action of equity holders of any other
entity in which the Company may hold securities and otherwise to exercise any
and all rights and powers which the Company may possess by reason of its
ownership of securities in such other entities.  Section 7.4Outside Activities.  Unless
otherwise provided in a written agreement with the Company, notwithstanding any
duty (including any fiduciary duty) that might otherwise exist in law or
equity, it shall not be a breach of any duty (including any fiduciary duty) or
any other obligation of any type whatsoever of any Director for such Director
or Affiliates of such Director to engage in outside business interests and
activities in preference to or to the exclusion of the Company or in direct
competition with the Company; provided that
no confidential information of the Company may be used by any such Person.  Notwithstanding any duty (including any
fiduciary duty) that might otherwise exist in law or equity, Directors shall
have no obligation hereunder or as a result of any duty expressed or implied by
law to present business opportunities to the Company that may become available
to such Director or to Affiliates of such Director.  Section 7.5Resolution of Conflicts of
Interest; Standards of Conduct and Modification of Duties.  (a)Unless otherwise expressly provided in this Agreement
or required by the Delaware LLC Act, whenever a potential conflict of interest
exists or arises between any Shareholder or an Affiliate thereof, and/or one or
more Directors or their respective Affiliates and/or the Company, any
resolution or course of action by the Board of Directors in respect of such
conflict of interest shall be permitted and deemed approved by all
Shareholders, and shall not constitute a breach of this Agreement, of any
agreement contemplated herein, or of any duty stated or implied by law or
equity, including any fiduciary duty, if the resolution or course of action in
respect of such conflict of interest is (i) approved by a Share Plurality
(with interested Shareholders not counted for any purpose), or (ii) on terms
no less favorable to the Company than those generally being provided to or
available from unrelated third parties or (iii) fair and reasonable to the
Company, taking into account the totality of the relationships between the
parties involved (including other transactions that may be particularly
favorable or advantageous to the Company). 
It shall be presumed that, in making its decision and notwithstanding
that such decision may be interested, the Board of Directors acted properly and
in accordance with its duties (including fiduciary duties), and in any
proceeding brought by or on behalf of any Shareholder or the Company
challenging such approval, the Person bringing or prosecuting such proceeding
shall have the burden of overcoming such presumption by clear and convincing
evidence.  Section 7.6Duties of Officers and Directors.  (a)Except as otherwise expressly provided in this
Agreement, the duties (including fiduciary duties) and obligations owed to the
Company and to the Shareholders by the Officers and Directors shall be  20


the same as the respective duties and obligations owed to a business
corporation organized under the Delaware General Corporation Law and its
shareholders by its officers and directors, respectively.  (b)Each Director shall, in the performance of his or
her duties, be fully protected in relying in good faith upon the records of the
Company and on such information, opinions, reports or statements presented to
the Company by any of the Companys Officers or employees, or committees of the
Board of Directors, or by any other Person as to matters the Director
reasonably believes are within such other Persons professional or expert
competence.  (c)The Board of Directors shall have the right, in respect
of any of its powers or obligations hereunder, to act through a duly appointed
attorney or attorneys-in-fact or the duly authorized Officers of the Company.  Section 7.7Purchase or Sale of Company
Securities. 
The Board of Directors may cause the Company or its designee to purchase
or otherwise acquire Shares or any other securities of the Company.  Section 7.8Reliance by Third Parties. 
Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Company shall be entitled to assume that the Board of
Directors and any Officer authorized by the Board of Directors to act on behalf
of 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
enter into any authorized contracts on behalf of the Company, and such Person
shall be entitled to deal with the Board of Directors or any Officer as if it
were the Companys sole party in interest, both legally and beneficially.  Each Shareholder hereby waives any and all
defenses or other remedies that may be available against such Person to
contest, negate or disaffirm any action of the Board of Directors or any
Officer in connection with any such dealing. 
In no event shall any Person dealing with the Board of Directors or any
Officer or its representatives be obligated to ascertain that the terms of this
Agreement have been complied with or to inquire into the necessity or
expedience of any act or action of the Board of Directors or any Officer or its
representatives.  Each and every
certificate, document or other instrument executed and delivered on behalf of
the Company by the Board of Directors or any Officer or its representatives
shall be conclusive evidence in favor of any and every Person relying thereon
or claiming thereunder that (a) at the time of the execution and delivery
of such certificate, document or instrument, this Agreement was in full force
and effect, (b) the Person executing and delivering such certificate,
document or instrument was duly authorized and empowered to do so for and on
behalf of the Company and (c) such certificate, document or instrument was
duly executed and delivered in accordance with the terms and provisions of this
Agreement and is binding upon the Company.  ARTICLE VIII RESTRICTIONS ON TRANSFER AND
OWNERSHIP OF SHARES  Section 8.1Definitions.   For the
purpose of this Article VIII, the following terms shall have the following
meanings:  Charitable
Beneficiary shall mean one or more beneficiaries of the Charitable
Trust as determined pursuant to Section 8.3(g), provided that each such organization must be described in
Sections 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 be eligible for deduction under each of Sections
170(b)(1)(A), 2055 and 2522 of the Code.  21


Charitable Trust 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 the
Company from time to time to serve as trustee of the Charitable Trust.  Closing Price with respect to Shares on
any date shall mean the last sale price for such Shares, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, for such Shares, in either case as reported on the
principal consolidated transaction reporting system with respect to such
Shares, or if such Shares are not listed or admitted to trading on any National
Securities Exchange, the last sale price in the over-the-counter market, or if
no trading price is available for such Shares, the fair market value of such
Shares as determined in good faith by the Board of Directors.  Constructive Ownership shall mean
ownership of Shares by a Person, whether the interest in Shares is held
directly or indirectly (including by a nominee), and shall include any
interests that would be treated as owned through the application of
Section 318(a) of the Code, as modified by
Section 856(d)(5) of the Code. 
The terms Constructive Owner, Constructively Owns and
Constructively Owned shall have the correlative meanings.  Excepted Holder shall mean a Shareholder
for whom an Excepted Holder Limit is created by the Board of Directors pursuant
to Section 8.2(f)(i).  Excepted Holder Limit shall mean,
provided that and only so long as the affected Excepted Holder complies with
all of the requirements established by the Board of Directors pursuant to
Section 8.2(f), and subject to adjustment pursuant 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 Person who
acquires Constructive Ownership of Common Shares solely by reason of the
Transfer of Common Shares in the Distribution and who, immediately following
the Distribution, Constructively Owns Common Shares in excess of the Ownership
Limit solely by reason of such Transfer of Common Shares in the Distribution.  Excluded Holder Limit shall mean, with
respect to any Excluded Holder, the Shares that such Excluded Holder was
considered to Constructively Own immediately following the Distribution solely
by reason of the Distribution (taking into account only such Shares and no
other Shares as to which such Person may thereafter become, for any reason, the
Constructive 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 the Ownership Limit, then such decreased amount shall become the Excluded
Holder Limit, and (ii) if at any time the Excluded Holder Limit for any
Excluded Holder would be less than the Ownership Limit, such Excluded Holder
shall cease to be an Excluded 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 such Shares on
such date.  Ownership Limit shall mean (i) with
respect to Common Shares, 9.8% (in value or number of shares, whichever is more
restrictive) of the Outstanding Common Shares; and (ii) with respect to
any other class or series of Shares, 9.8% (in value or number of shares,
whichever is more restrictive) of the Outstanding Shares of such class or
series.  22


Person shall have the meaning set forth
in Section 1.1 and also includes a group as that term is used for purposes
of Section 13(d)(3) of the Exchange Act; provided, however, that the
term Person shall not include any group as that term is used for purposes
of Section 13(d)(3) of the Exchange Act, if such group would be an
Excluded Holder (but any Person that is a member of such group shall still be
considered to be a Person for purposes hereof).  Prohibited Owner shall mean any Person
who, but for the provisions of Section 8.2(a), would Constructively Own
Shares in excess of the Ownership Limitation, and if appropriate in the
context, shall also mean any Person who would have been the Record Holder of
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 any other
event (or any agreement to take any such actions or cause any such events) that
causes any Person to acquire Constructive Ownership of Shares or the right to
vote or receive distributions on Shares, including without limitation,
(a) the transfer of Shares to holders of common shares of HPT in the
Distribution, (b) any change in the capital structure of the Company which
has the effect of increasing the total equity interest of any Person in the
Company, (c) a change in the relationship between two or more Persons
which causes a change in ownership of Shares by application of Section 318(a) of
the Code, as modified by Section 856(d)(5) of the Code, (d) the
grant or exercise of any option or warrant (or any disposition of any option or
warrant, or any event that causes any option or warrant not theretofore
exercisable to become exercisable), pledge, security interest or similar right
to acquire Shares, (e) any disposition of any securities or rights
convertible into or exchangeable for Shares or any interest in Shares or any
exercise of any such conversion or exchange right, and (f) transfers of
interests in other entities that result in changes in Constructive Ownership of
Shares, in each case, whether voluntary or involuntary, whether owned of record
or Constructively Owned, and whether by operation of law or otherwise.  The terms Transferring and Transferred
shall have the correlative meanings.  Section 8.2Restrictions on
Ownership and Transfer of Shares.  (a)Ownership Limitations. 
Commencing on the Distribution Date:  (i)Basic
Restrictions.(A) No Person, other than an Excepted
Holder or an Excluded Holder, shall Constructively Own Shares in excess of the
Ownership Limit, (B) no Excepted Holder shall Constructively Own Shares in
excess of the Excepted Holder Limit for such Excepted Holder, and (C) no
Excluded Holder shall Constructively Own Shares in excess of the Excluded
Holder Limit for such Excluded Holder.  (ii)Transfer in Trust.If any Transfer of Shares occurs (whether or not such
Transfer is the result of a transaction entered into through the facilities of
a National Securities Exchange or automated inter-dealer quotation system)
which, if effective, would result in any Person Constructively Owning Shares in
violation of Section 8.2(a)(i)(A), 8.2(a)(i)(B) or 8.2(a)(i)(C), as
applicable; (x) then that number of Shares the Constructive Ownership of
which otherwise would cause such Person to violate Section 8.2(a)(i)(A),
8.2(a)(i)(B) or  23


8.2(a)(i)(C) (rounded
upward to the nearest whole share) shall be automatically transferred to a
Charitable Trust for the benefit of a Charitable Beneficiary, as described in
Section 8.3, effective as of the close of business on the Business Day
prior to the date of such Transfer (or as of the close of business on the
Distribution Date as to any such Transfer that occurs on the Distribution
Date), and such Person shall acquire no rights in such Shares; or (y) if
the transfer to the Charitable Trust described in clause (x) of this
sentence would not be effective for any reason to prevent the violation of
Section 8.2(a)(i)(A), 8.2(a)(i)(B) or 8.2(a)(i)(C), as applicable,
then, to the fullest extent permitted by law, the Transfer of that number of
Shares that otherwise would cause any Person to violate
Section 8.2(a)(i)(A), 8.2(a)(i)(B) or 8.2(a)(i)(C), as applicable,
shall be void ab initio, and the intended transferee shall acquire no rights in
such Shares.  (b)Remedies for Breach. 
If the Board of Directors or any duly authorized committee thereof shall
at any time determine that a Transfer or other event has taken place that
results in a violation of Section 8.2(a)(i) or that a Person intends
to acquire or has attempted to acquire Constructive Ownership of any Shares in
violation of Section 8.2(a)(i) (whether or not such violation is
intended), the Board of Directors or a committee thereof shall take such action
as it deems advisable to refuse to give effect to or to prevent such Transfer
or other event, including, without limitation, causing the Company to redeem
Shares, refusing to give effect to such Transfer on the books of the Company or
instituting proceedings to enjoin such Transfer or other event (and such Person
shall be liable, without limitation, for all costs incurred in connection
therewith and pursuant to Section 10.3); provided,
however, that any Transfer or attempted Transfer or other event in
violation of Section 8.2(a)(i) shall automatically result in the
transfer to the Charitable Trust described above, and, where applicable under
Section 8.2(a)(ii)(y) such Transfer (or other event) shall, to the
fullest extent permitted by law, be void ab initio as provided above
irrespective of any action (or non-action) by the Board of Directors or a
committee thereof.  (c)Notice of Restricted
Transfer.Any Person who acquires or attempts or
intends to acquire Constructive Ownership of Shares that will or may violate
Section 8.2(a)(i), or any Person who would have owned Shares that resulted
in a transfer to the Charitable Trust pursuant to the provisions of
Section 8.2(a)(ii)(x), shall immediately give written notice to the
Company of such event, or in the case of such a proposed or attempted
transaction, give at least 15 days prior written notice, and shall provide to
the Company such other information as the Company may request.  (d)Owners Required to
Provide Information.Commencing on the Distribution Date,
every Shareholder of record of more than five percent of the Outstanding Shares
of any series or class, within 30 days after the end of 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 such owner, the number of Shares
owned, and a description of the manner in which such Shares are held; provided that a Shareholder of record who
holds Outstanding Shares as nominee for another Person, which other Person is
required to include in gross income the distributions received on such Shares
(an Actual Owner), shall give
written notice to the Company stating the name and address of such Actual Owner
and the number of Shares of such Actual Owner with respect to which the
Shareholder of record is nominee.  Each
such Shareholder of record and each Actual Owner shall provide to the Company
such additional information as the Company may request in order to ensure
compliance with the Ownership Limit.  24


(e)Ambiguity.In the case of an ambiguity in the application of any
of the provisions of this Section 8.2, Section 8.3 or any definition
contained in Section 8.1, the Board of Directors shall have the power to
determine the application of the provisions of this Section 8.2 or
Section 8.3 with respect to any situation based upon the facts known to
it.  If Section 8.2 or 8.3 requires
an action by the Board of Directors and this Agreement does not contain a
specific provision authorizing such action, the Board of Directors shall have
the power to determine the action to be taken so long as such action is 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
absolute discretion (without the application to the fullest extent permitted by
law of any fiduciary duty), may grant to any Person who makes a request
therefor (a Requesting Person)
an exception to the Ownership Limit (or one or more elements thereof) with
respect to the ownership of any series or class of Shares, subject to the
following conditions and limitations: (A) (1) the Board of Directors
shall have determined, in its sole and absolute discretion (without the
application to the fullest extent permitted by law of any fiduciary duty), that
the Requesting Persons ownership of Shares in excess of the Ownership Limit
pursuant to the exception requested hereunder (together with the ownership of
Shares by all other Persons as permitted under this Article VIII, taking
into account any previously granted exceptions pursuant hereto) would not cause
a default under the terms of any contract to which the Company is a party or reasonably
expects to become a party and (2) the Board of Directors shall have
determined, in its sole and absolute discretion (without the application to the
fullest extent permitted by law of any fiduciary duty), and in the case of each
individual Director, in his business judgment, that the Requesting Persons
ownership of Shares in excess of the Ownership Limit pursuant to the exception
requested hereunder (together with the ownership of Shares by all other Persons
as permitted under this Article VIII, taking into account any previously
granted exceptions pursuant hereto) is in the best interests of the Company;
and (B) such Requesting Person provides to the Board of Directors, for the
benefit of the Company, such representations and undertakings, if any, as the
Board of Directors may, in its sole and absolute discretion (without the
application to the fullest extent permitted by law of any fiduciary duty),
determine to be necessary in order for it to make the determination that the
conditions set forth in clause (A) above of 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 or
Excepted Holder Limit for such Requesting Person with respect to the
Constructive Ownership of one or more other classes or series of Shares not
subject to the exception), and such Requesting Person agrees that any violation
of such representations and undertakings or any attempted violation thereof
will result in the application of the remedies set forth in
Section 8.2(b) with respect to Shares held in excess of the Ownership
Limit or the Excepted Holder Limit (as may be applicable) with respect to such
Requesting Person (determined without regard to the exception granted such Requesting
Person under this subparagraph (i)).  If
a member of the Board of Directors requests that the Board of Directors grant
an exception  25


pursuant to this
subsection (f) with respect to such member, or with respect to any other
Person if such member of the Board of Directors would be considered to be the
Constructive Owner of Shares owned by such other Person, such member of the
Board of Directors shall not participate in the decision of the Board of
Directors as to whether to grant any such exception.  (ii)In determining whether to grant any
exemption pursuant to Section 8.2(f)(i), the Board of Directors may, but
need not, consider, among other factors, (A) the general reputation and
moral character of the Requesting Person, (B) whether ownership of Shares
would be direct or through ownership attribution, (C) whether the
Requesting Persons ownership of Shares would interfere with the conduct of the
Companys business, (D) whether granting an exemption for the Requesting
Person would adversely affect any of the Companys existing contractual
arrangements, and (E) whether the Requesting Person to whom the exemption
would apply is attempting to change control of the Company or affect its
policies in a way which the Board of Directors, in its sole and absolute
discretion (without the application to the fullest extent permitted by law of
any fiduciary duty), considers adverse to the best interest of the Company or
the Shareholders.  Nothing in this
Section 8.2(f)(ii) shall be interpreted to mean that the Board of
Directors may not act in its sole and absolute discretion (without the
application to the fullest extent permitted by law of any fiduciary duty) in
making any determination under Section 8.2(f)(i).  (iii)An underwriter or initial purchaser that
participates in a public offering or a private placement of Shares (or
securities convertible into or exchangeable for Shares) may Constructively Own
Shares (or securities convertible into or exchangeable for Shares) in excess of
the Ownership Limit, but only to the extent necessary to facilitate such public
offering or private placement as determined by the Board of Directors.  (iv)The Board of Directors may reduce the
Excepted Holder Limit for an Excepted Holder only: (1) with the written
consent of such Excepted Holder or (2) pursuant to the terms and
conditions of the agreements and undertakings entered into with such Excepted
Holder in connection with the establishment of the Excepted Holder Limit for that
Excepted Holder.  (v)To the fullest extent permitted by law,
any determination made by the Board of Directors with respect to the provisions
of Section 8.2(f) may be made without regard to any fiduciary or
other duties that the Board of Directors may have to the Prohibited Owner or
any other Person.  (g)Increase or Decrease in
Ownership Limit.The Board of Directors may from time to
time increase or decrease the Ownership Limit, provided that any decrease may
be made only prospectively as to subsequent holders (other than a decrease as a
result of a retroactive change in existing law, in which case such change shall
be effective immediately).  26


(h)Legend. 
Unless otherwise provided by the Board of Directors, each certificate
for Shares (or securities exercisable for or convertible into Shares) shall
bear a legend with respect to the restrictions contained in this Agreement in
such form as shall be prescribed by the Board of Directors.  Instead of the foregoing legend, the
certificate may state that the Company will furnish a full statement about
certain restrictions on transferability to a Shareholder on request and without
charge.  (i)No Recourse. 
A Prohibited Owner shall have no claim, cause of action or other
recourse whatsoever against the purported transferor of Shares causing the
violation of the restrictions set forth in Section 8.2(a).  Section 8.3Transfer of Shares.  (a)Ownership in
Trust.Upon any purported Transfer or other event described
in Section 8.2(a)(ii) that would result in a transfer of Shares to a
Charitable Trust, such Shares shall be deemed to have been transferred to the
Charitable Trustee as trustee of a Charitable Trust for the exclusive benefit
of one or more Charitable Beneficiaries (except to the extent otherwise
provided in Section 8.3(e)).  Such
transfer to the Charitable Trustee shall be deemed to be effective as of the
close of business on the Business Day prior to any other purported Transfer or
other event that otherwise 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 such other purported Transfer or other event occurs on
that date).  The Charitable Trustee shall
be appointed by the Company and shall be a Person unaffiliated with the Company
and any Prohibited Owner.  Each
Charitable Beneficiary shall be designated by the Company as provided in
Section 8.3(g).  (b)Status of Shares Held
by the Charitable Trustee.Shares held by the Charitable Trustee
shall be issued and Outstanding Shares of the Company.  The Prohibited Owner shall (i) have no
rights in the Shares held by the Charitable Trustee; (ii) not benefit
economically from ownership of any Shares held in trust by the Charitable Trustee
(except to the extent otherwise provided in Section 8.3(e));
(iii) have no rights to dividends or other distributions; (iv) not
possess any rights to vote or other rights attributable to the Shares held in
the Charitable Trust; and (v) have no claim, cause of action or other
recourse whatsoever against the purported transferor of such Shares.  (c)Dividend and Voting
Rights.  The Charitable Trustee shall have all voting
rights and rights to dividends or other distributions with respect to Shares
held in the Charitable Trust, which rights shall be exercised for the exclusive
benefit of the Charitable Beneficiary (except to the extent otherwise provided
in Section 8.3(e)).  Any dividend or
other distribution paid prior to the discovery by the Company that Shares have
been transferred to the Charitable Trustee shall be paid with respect to such
Shares to the Charitable Trustee by the Prohibited Owner upon demand and any
dividend or other distribution authorized but unpaid shall be paid when due to
the Charitable Trustee.  Any dividends or
distributions so paid over to the Charitable Trustee shall be held in trust for
the Charitable Beneficiary.  The
Prohibited Owner shall have no voting rights with respect to Shares held in the
Charitable Trust and, effective as of the date that Shares have been
transferred to the Charitable Trustee, the Charitable Trustee shall have the
authority (at the Charitable Trustees sole discretion) (i) to rescind as
void any vote cast by a Prohibited Owner prior to the discovery by the Company
that Shares have been transferred to the Charitable Trustee and (ii) to
recast such vote in accordance with the desires of the Charitable Trustee
acting for the benefit of the Charitable Beneficiary; provided, however, that
if the Company has already taken irreversible corporate action, then  27


the Charitable Trustee shall not have the power to
rescind and recast such vote. 
Notwithstanding the provisions of this Article VIII, until the
Company has received notification that Shares have been transferred into a
Charitable Trust, the Company shall be entitled to rely on its stock transfer
and other Shareholder records for purposes of preparing lists of Shareholders
entitled to vote at meetings, determining the validity and authority of
proxies, and otherwise conducting votes 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 other holder of Shares of the class or series of Shares that is held in
the Charitable Trust, that portion of the assets of the Company available for
distribution to the holders of such class or series (determined based upon the
ratio that the number of Shares of such class or series of Shares held by the
Charitable Trustee bears to the total number of Shares of such class or series
of Shares then outstanding).  The
Charitable Trustee shall distribute any such assets received in respect of the
Shares held in the Charitable Trust in any liquidation, dissolution or winding
up or distribution of the assets of the Company, in accordance with
Section 8.3(e).  (e)Sale of Shares by
Charitable Trustee.  (i)Within 20 days of receiving notice from
the Company that Shares have been transferred to the Charitable Trust, the
Charitable Trustee shall sell the Shares held in the Charitable Trust (together
with the right to receive dividends or other distributions with respect to such
Shares as to any Shares transferred to the Charitable Trustee as a result of
the operation of Section 8.2(a)(ii)) to a Person, designated by the
Charitable Trustee, whose ownership of the Shares will not violate the ownership
limitations set forth in Section 8.2(a)(i).  Upon such sale, the interest of the
Charitable Beneficiary in the Shares sold shall terminate and the Charitable
Trustee shall distribute the net proceeds of the sale to the Prohibited Owner
and to the Charitable Beneficiary as provided in this 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 Prohibited Owner did not give value for the Shares in connection
with the event causing the 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 of the event causing the Shares to be held in the Charitable
Trust, and (2) the net sales proceeds received by the Charitable Trustee
from the sale or other disposition of the Shares held in the Charitable
Trust.  Any net sales proceeds in excess
of the amount payable to the Prohibited Owner shall be immediately paid to the
Charitable Beneficiary.  If, prior to the
discovery by the Company that Shares have been transferred to the Charitable
Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares
shall be deemed to have been sold on behalf of the Charitable Trust and
(ii) to the extent that the Prohibited Owner received an amount for such
Shares that exceeds the amount that such Prohibited Owner was entitled to
receive pursuant to this Section 8.3(e), such excess shall be paid to the
Charitable Trustee upon demand.  28


(f)Purchase Right in
Shares Transferred to Trustee.Shares transferred to the Charitable
Trustee shall be deemed to have been offered for sale to the Company, or its
designee, at a price per Share equal to the lesser of (i) the price per
Share in the transaction that resulted in such transfer to the Charitable Trust
(or, in the case of a devise, gift or other such transaction, the Market Price
per such Share on the day of the event causing the Shares to be held in the
Charitable Trust) and (ii) the Market Price per such Share on the date the
Company, or its designee, accepts such offer. 
The Company shall have the right to accept such offer until the
Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to
Section 8.3(e).  Upon such a sale to
the Company, the interest of the Charitable Beneficiary in the Shares sold
shall terminate and the Charitable Trustee shall distribute the net proceeds of
the sale to the Prohibited Owner and the Charitable Beneficiary as provided in
Section 8.3(e).  (g)Designation of
Charitable Beneficiaries.By written notice to the Charitable
Trustee, the Company shall designate from time to time one or more nonprofit
organizations to be the Charitable Beneficiary of the interest in the
Charitable Trust such that (i) Shares held in the Charitable Trust would
not violate the restrictions set forth in Section 8.2(a)(i) in the
hands of such Charitable Beneficiary and (ii) contributions to each such
organization must be eligible for deduction under each of Sections
170(b)(1)(A), 2055 and 2522 of the Code.  Section 8.4Transactions on a
National Securities Exchange.Nothing in
this Article VIII shall preclude the settlement of any transaction entered
into through the facilities of a National Securities Exchange or any automated
inter-dealer quotation system.  The fact
that the settlement of any transaction takes place shall not negate the effect
of any other provision of this Article VIII and any transferee in such a
transaction shall be subject to all of the provisions and limitations set forth
in this Article VIII.  Section 8.5Enforcement.The Company is authorized specifically to seek equitable relief,
including injunctive relief, to enforce the provisions of this
Article VIII (and, to the fullest extent permitted by law, a Person shall
be liable, without limitation, for all costs incurred in connection therewith
and pursuant to Section 10.3).  Section 8.6Non-Waiver.No delay or failure on the part of the Company or the Board of Directors
in exercising any right hereunder shall operate as a waiver of any right of the
Company or the Board of Directors, as the case may be, except to the extent
specifically waived in writing.  Section 8.7Enforceability.If any of the restrictions on transfer of Shares contained in this
Article VIII are determined to be void, invalid or unenforceable by any
court of competent jurisdiction, then the Prohibited Owner may be deemed, at
the option of the Company, to have acted as an agent of the Company in
acquiring such Shares and to hold such Shares on behalf of the Company.  ARTICLE IX VOTING
RIGHTS OF SHAREHOLDERS; MEETINGS OF SHAREHOLDERS  Section 9.1General.  (a)The provisions of this Article IX
shall be subject to the requirements of the Exchange Act and any applicable
Exchange Rule.  If, in the Opinion of
Counsel, any of such provisions are inconsistent with such requirements, such
requirements shall supersede the provisions of this Agreement and the Board of  29


Directors shall amend the provisions of this
Article IX so as to make its provisions consistent with such requirements.  (b)Any matter, including the nomination of
Directors, submitted by the Board of Directors to the Shareholders for approval,
and any matter otherwise voted upon by the Shareholders and subject to the
provisions of Section 5.5 (relating to the creation of new classes and
series of Shares) and Section 7.1(m) (relating to the removal of
Directors by the Shareholders), shall require the following vote by the
Shareholders for approval: (i) the election of Directors nominated by the
Board of Directors, a Share Majority; (ii) any other matter that has been
approved previously by the Board of Directors, a Share Plurality; and (iii) any
matter that has not been approved previously by the Board of Directors, a Share
Super-Majority Approval.  There shall not
be cumulative voting of Common Shares.  (c)All meetings of Shareholders shall be
held at the principal executive office of the Company or at such other place as
shall be set by the Board of Directors and stated in the notice of the
meeting.  For purposes of determining the
Shareholders entitled to notice of or to vote at a meeting of the Shareholders,
the Board of Directors may set a Record Date. 
If no Record Date is fixed by the Board of Directors, the Record Date
for determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be at the close of business on the day next preceding the
day on which notice is given.  A
determination of Shareholders of record entitled to notice of or to vote at a
meeting of Shareholders shall apply to any adjournment or postponement of the
meeting; provided, however, that the Board of Directors may fix a new Record
Date for the adjourned or postponed meeting.  (d)An annual meeting of the Shareholders
shall be called by the Board of Directors and shall be held on a date and at
the time set by the Board of Directors. 
The Board of Directors shall cause at least 30 days notice to be given
of an annual meeting of Shareholders.  (e)The Chairman of the Board, if any, or a
majority of the entire Board of Directors may call a special meeting of the
Shareholders.  Subject to subsection
(f) and the last sentence of this subsection (e), a special meeting of
Shareholders shall also be called by the Secretary of the Company upon the
written request of Shareholders entitled to cast not less than the Special
Meeting Percentage of all the votes entitled to be cast at such meeting.  The Special
Meeting Percentage shall be a majority or, to the extent permitted
by any applicable Exchange Rule, such higher percentage as shall be specified
from time to time by the Board of Directors; provided,
however, that in no case shall the Special Meeting Percentage be
more than 75%.  Nothing in this Agreement
shall be construed to permit the Shareholders to cause a special meeting of the
Shareholders to be called unless applicable law or Exchange Rule requires
that the Shareholders be able to do so.  (f)Subject to the last sentence of
subsection (e), any Shareholder of record seeking to have Shareholders request
a special meeting shall, by sending written notice to the Secretary (the Record Date Request Notice) by registered
mail, return receipt requested, request the Board of Directors to fix a record
date to determine the Shareholders entitled to request a special meeting (the Request Record Date).  No Shareholder may make a Record Date Request
Notice unless such Shareholder holds a Certificate for all Shares owned by such
Shareholder, and a copy of each Certificate shall accompany such Shareholders
written request to the Secretary, as described in the preceding sentence, in
order for such request to be effective; provided,
however, that the provisions of this sentence shall be inapplicable
unless Shareholders  30


are entitled to receive a Certificate evidencing the
Shares owned by them.  The Record Date
Request Notice shall set forth the purpose of the meeting and the matters
proposed to be acted on at it, shall be signed by one or more Shareholders of
record as of the date of signature (or their duly authorized agents), shall
bear the date of signature of each such Shareholder (or other agent) and shall
set forth all information relating to each such Shareholder that must be
disclosed in solicitations of proxies for election of Directors in an election
contest (even if an election contest is not involved), or is otherwise
required, in each case pursuant to the Exchange Act.  Upon receiving the Record Date Request
Notice, the Board of Directors may fix a Request Record Date and may also fix
the Special Meeting Percentage for that meeting.  The Request Record Date shall not precede and
shall not be more than ten days after the close of business on the date on
which the resolution fixing the Request Record 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 is
received, fails to adopt a resolution fixing the Request Record Date and make a
public announcement of such Request Record Date, the Request Record Date shall
be the close of business on the tenth day after the first date on which the
Record Date Request Notice is received by the Secretary.  (g)Subject to the last sentence of
subsection (e), in order for any Shareholder to request a special meeting, one
or 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 to
cast not less than the Special Meeting Percentage shall be delivered to the
Secretary.  No Shareholder may make a
Special Meeting Request unless such Shareholder holds a Certificate for all
Shares owned by such Shareholder, and a copy of each Certificate shall
accompany such Shareholders written request to the Secretary, as described in
the preceding sentence, in order for such request to be effective; provided, however, that the provisions of
this sentence shall be inapplicable unless Shareholders are entitled to receive
a Certificate evidencing the Shares owned by them.  In addition, the Special Meeting Request
shall set forth the purpose of the meeting and the matters proposed to be acted
on at it (which shall be limited to the matters set forth in the Record Date
Request Notice received by the Secretary), shall bear the date of signature of
each 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, of each
Shareholder signing such request (or on whose behalf the Special Meeting
Request is signed) and the class and number of Shares of the Company which are
owned of record and beneficially by each such Shareholder, shall be sent to the
Secretary by registered mail, return receipt requested, and must be received by
the Secretary within 60 days after the Request Record Date.  Any requesting Shareholder may revoke his
request for a special meeting at any time by written revocation delivered to
the Secretary.  (h)The Secretary shall inform the requesting
Shareholders of the reasonably estimated cost of preparing and mailing the
notice of meeting (including the Companys proxy materials).  The Secretary shall not be required to call a
special meeting upon Shareholder request and such meeting shall not be held
unless, in addition to the written requests required by subsection (g), the
Secretary receives payment from the requesting Shareholders of such reasonably
estimated cost prior to the mailing of any notice of the meeting.  (i)Except as provided in the next sentence,
any special meeting shall be held at such place, date and time as may be
designated by the Officer who called the meeting, if any, and otherwise by the
Board of Directors.  In the case of any
special meeting called by the Secretary upon the request of Shareholders (a Shareholder Requested Meeting), such
meeting shall be held at such place, date and time as may be designated by the
Board of Directors; provided, however,
that if the Board of Directors fails to designate,  31


within ten days after the date that a valid Special
Meeting Request is actually received by the Secretary (the Delivery Date), a date and time for a
Shareholder 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
Shareholder Requested Meeting (the Meeting
Record Date) or, if such 90(th) day is not a Business Day, on the
first preceding Business Day; and provided
further that in the event that the Board of Directors fails to
designate a place for a Shareholder Requested Meeting within ten days after the
Delivery Date, then such 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 or it deems
relevant within the good faith exercise of business judgment, including,
without limitation, the nature of the matters to be considered, the facts and
circumstances surrounding any request for meeting and any plan of the Board of
Directors to call an annual meeting or a special meeting.  In the case of any Shareholder Requested
Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a
date within 30 days after the Delivery Date, then the close of business on the
30(th) day after the Delivery Date shall be the Meeting Record Date.  (j)If at any time as a result of written
revocations of requests for the special meeting, Shareholders of record (or
their duly authorized agents) as of the Request Record Date entitled to cast
less than the Special Meeting Percentage shall have delivered and not revoked
requests for a special meeting, the Secretary may refrain from mailing the
notice of the meeting or, if the notice of the meeting has been mailed, the
Secretary may revoke the notice of the meeting at any time not less than ten
days before the meeting if the Secretary has first sent to all other requesting
Shareholders written notice of such revocation and of intention to revoke the
notice of the meeting.  Any request for a
special meeting received after a revocation by the Secretary of a notice of a
meeting shall be considered a request for a new special meeting.  (k)The Chairman of the Board, if any, the
President or the Board of Directors may appoint regionally or nationally
recognized independent inspectors of elections to act as the agent of the
Company for the purpose of promptly performing a ministerial review of the
validity of any Special Meeting Request received by the Secretary.  For the purpose of permitting the inspectors
to perform such review, no such request shall 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 Secretary has validly received
requests signed by Record Holders (or their duly authorized agents) entitled to
cast not less than the Special Meeting Percentage of all votes entitled to be
cast at the meeting to be called pursuant to such requests.  Nothing contained in this subsection
(k) shall in any way be construed to suggest or imply that the Company or
any Shareholder shall not be entitled to contest the validity of any request,
whether during or after such five Business Day period, or to take any other
action (including, without limitation, the commencement, prosecution or defense
of any litigation with respect thereto, and the seeking of injunctive relief in
such litigation).  Section 9.2Notice.If and to the extent required by law, the Secretary shall give to each Shareholder
entitled to vote at such meeting and to each Shareholder not entitled to vote
who is entitled to notice of the meeting written notice stating the time and
place of the meeting and, in the case of a special meeting or as otherwise may
be required by any statute, the purpose for which the meeting is called, either
by mail, by recognized national courier service, by presenting it to such
Shareholder personally, by leaving it at the Shareholders residence or usual
place of business or by any other means, including electronic delivery,
permitted by the Delaware 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 States mail addressed to the
Shareholder at the Shareholders address as it appears on the records of the
Company, with postage thereon  32


prepaid.  No
business shall be transacted at a Shareholder Requested Meeting except as
specifically designated in the notice.  Section 9.3Quorum; Organization
and Conduct.  (a)Quorum.A quorum for action at an annual or special meeting of
Shareholders shall be the holders, present in person or by proxy, of a majority
of the Outstanding Shares entitled to vote at the meeting; provided, however, that a quorum for the
approval of any proposal that requires a Share Separate Class Approval or
a Share Super-Majority Approval shall be the holders of that number of each
class and series of Shares required to approve the proposal in question.  (b)Organization and
Conduct.  Every meeting of Shareholders shall be
conducted by an individual appointed by the Board of Directors to be chairman
of the meeting or, in the absence of such appointment, by the Chairman of the
Board, if there be one, or, in the case of the absence of the Chairman of the
Board, by one of the following officers present at 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 of such officers, a
chairman chosen by the Shareholders by the vote of a majority of 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 of both the Secretary and Assistant Secretaries, a person
appointed by the Board of Directors or, in the absence of such appointment, a
person appointed by the chairman of the meeting shall act as Secretary.  In the event that the Secretary presides at a
meeting of the Shareholders, an Assistant Secretary shall record the minutes of
the meeting.  The order of business and
all other matters of procedure at any meeting of Shareholders shall be
determined by the chairman of the meeting. 
The chairman of the meeting may prescribe such rules, regulations and
procedures and take such action as, in the discretion of such chairman, are
appropriate for the proper conduct of the meeting, including, without
limitation, (a) restricting admission to the time set for the commencement
of the meeting; (b) limiting attendance at the meeting to Shareholders of
record of the Company, their duly authorized proxies or other such persons as
the chairman of the meeting may determine; (c) limiting participation at
the meeting on any matter to Shareholders of record of the Company entitled to
vote on such matter, their duly authorized proxies or other such persons as the
chairman of the meeting may determine; (d) limiting the time allotted to
questions or comments by participants; (e) maintaining order and security
at the meeting; (f) removing any Shareholder who refuses to comply with
meeting procedures, 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 place announced at the meeting. 
Unless otherwise determined by the chairman of the meeting, meetings of
Shareholders shall not be required to be held in accordance with the
rules of parliamentary procedure or any established rules of
order.  If a quorum shall not be present
at any meeting of the Shareholders, the chairman of the meeting or the
Shareholders entitled to vote at such meeting, present in person or by proxy,
shall have the authority to adjourn the meeting from time to time to a
specified date without notice other than announcement at the meeting.  At such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.  The Shareholders present either in person or
by proxy, at a meeting which has been duly called and convened, may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.  Section 9.4Proxies.A
Shareholder may cast the votes entitled to be cast by the Shares owned of
record by the Shareholder in person or by proxy granted by the Shareholder or
by the Shareholders duly authorized agent in writing, by any means permitted
by the Board of Directors or in any manner required by law.  Such proxy or evidence of authorization of
such proxy shall be filed with the Secretary of the  33


Company before or at the meeting.  No proxy shall be valid more than eleven
months after its date unless otherwise provided in the proxy.  Section 9.5Voting of Shares by
Certain Holders.  (a)For all purposes of this Agreement,
Shares registered in the name of a corporation, partnership, trust or other
entity, if entitled to be voted, may be voted by the president or a vice
president, a general partner or trustee thereof, as the case may be, or a proxy
appointed by any of the foregoing individuals, unless some other person who has
been appointed to vote such stock pursuant to a bylaw or a resolution of the
governing body of such corporation or other entity or agreement of the partners
of a partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such stock.  For all purposes of this Agreement, any
director or other fiduciary may vote stock registered in his name as such
fiduciary, either in person or by proxy. 
Shares directly or indirectly owned by the Company shall not be voted at
any meeting and shall not be counted in determining the total number of
Outstanding Shares entitled to be voted at any given time, unless they are held
by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of Outstanding Shares at any given
time.  (b)The Board of Directors may adopt by
resolution a procedure by which a Shareholder may certify in writing to the
Company that any Shares registered in the name of the Shareholder are held for
the account of a specified person other than the Shareholder.  The resolution shall set forth the class of
Shareholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the Company; and any other provisions with respect to the procedure which the
Board of Directors considers necessary or desirable.  On receipt of such certification, the person
specified in the certification shall be regarded as, for the purposes set forth
in the certification, the Shareholder of record of the specified stock in place
of the Shareholder who makes the certification.  Section 9.6Inspectors.The Board of Directors, in advance of any meeting, may, but need not,
appoint one or more individual inspectors or one or more entities that
designate individuals as inspectors to act at the meeting or any adjournment
thereof.  If an inspector or inspectors
are not appointed, the person presiding at the meeting may, but need not,
appoint one or more inspectors.  In case
any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the Board of Directors in advance
of the meeting or at the meeting by the chairman of the meeting.  The inspectors, if any, shall determine the
number of Shares outstanding and the voting power of each, the Shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine
all challenges and questions arising in connection with the right to vote,
count and tabulate all votes, ballots or consents, determine the result, and do
such acts as are proper to conduct the election or vote with fairness to all
Shareholders.  Each such report shall be
in writing and signed by him or her or by a majority of them if there is more than
one inspector acting at such meeting.  If
there is more than one inspector, the report of a majority shall be the report
of the inspectors.  The report of the
inspector or inspectors on the number of Shares represented at the meeting and
the results of the voting shall be prima
facie evidence thereof.  34


Section 9.7             Advance
Notice of Shareholder Nominees for Director and Other Shareholder Proposals.  (a)        Annual Meetings of Shareholders.  (1) Nominations of persons for election
to the Board of Directors and the proposal of business to be considered by the Shareholders
may be made at an annual meeting of Shareholders (i) pursuant to the
Companys notice of meeting by or at the direction of the Board of Directors or
(ii) by any Shareholder of the Company who was a Shareholder of record
both at the time of giving of notice provided for in this Section 9.7 and
at the time of the annual meeting, who is entitled to vote at the meeting and
present in person or by proxy at the meeting to answer questions concerning the
nomination or business, and who complies with the notice procedures set forth
in this Section 9.7.  (2) For nominations or other business to be
properly brought before an annual meeting by a Shareholder pursuant to clause
(ii) of Section 9.7(a)(1), the Shareholder must have given timely
notice thereof in writing to the Secretary of the Company and such other
business must otherwise be a proper matter for Shareholder action.  To be timely, a Shareholders notice shall be
delivered to the Secretary at the principal executive offices of the Company
not later than 5:00 p.m. (Eastern Time) on the one hundred twentieth
(120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred
fiftieth (150th) day prior to the first anniversary of the date of mailing of
the notice for the preceding years annual meeting; provided, however, that in
the event that the annual meeting is called for a date that is more than thirty
(30) days earlier or later than the first anniversary of the date of the
preceding years annual meeting, notice by the Shareholder to be timely must be
so delivered not later than 5:00 p.m. (Eastern Time) on the tenth (10th)
day following the earlier of the day on which (A) notice of the date of
the annual meeting is mailed or otherwise made available or (B) public
announcement of the date of the annual meeting is first made by the
Company.  In no event shall the public
announcement of a postponement of the mailing of notice for such annual meeting
or of an adjournment of an annual meeting to a later date or time commence a
new time period for the giving of Shareholders notice as described above.  No Shareholder may give a notice to the
Secretary described in this Section 9.7(a)(2) unless such Shareholder
holds a Certificate for all Shares owned by such Shareholder, and a copy of
each Certificate shall accompany such Shareholders notice to the Secretary in
order for such notice to be effective; provided,
however, that the provisions of this sentence shall be inapplicable
unless Shareholders are entitled to receive a Certificate evidencing the Shares
owned by them.  Such Shareholders notice
shall set forth (a) as to each person whom the Shareholder proposes to
nominate for election or reelection as a director, (i) such persons name,
age, business address and residence address, (ii) the principal occupation
or employment of the person for the past five years, (iii) the class and
number of Shares of the Company that are beneficially owned or owned of record
by such person and the investment intent of such acquisition, (iv) the
record of all purchases and sales of securities of the Company by such person
during the previous 12 month period including the dates of the transactions,
the class, series and number of securities involved in the transactions and the
consideration involved, and (v) all other information relating to such
person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to the
Exchange Act, including such persons written consent to being named in the
proxy statement as a nominee and to serving as a director if elected;
(b) as to any other business that the Shareholder proposes to bring before
the meeting, a brief description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting and any
interest in such business of such Shareholder (including any anticipated
benefit to the Shareholder therefrom) and of each beneficial owner, if any, on
whose behalf the proposal is made; and (c) as to the Shareholder giving
the notice and any Shareholder Associated Person, (i) the class, series
and number of securities of the Company which are owned of record by such
Shareholder and by such Shareholder Associated Person, if any; (ii) the
class, series and number of, and the nominee holder for, Shares owned
beneficially but not of record by such Shareholder and by any Shareholder
Associated Person,  35


if any; (iii) the name and address of such
Shareholder as it appears on the Companys stock ledger and the address, if
different, of such Shareholder Associated Person; (iv) the record of all
purchases and sales of securities of the Company by such Shareholder or
Shareholder Associated Person during the previous 12 month period including the
dates of the transactions, the class, series and number of securities involved
in the transactions and the consideration involved; and (v) to the extent
known by such Shareholder, the name and address of any other Shareholder supporting
the nominee for election or reelection as a director or the proposal of other
business on the date of such Shareholders notice.  For the purposes of this
Section 9.7, Shareholder Associated Person of any Shareholder shall mean
(i) any Person controlling, directly or indirectly, or acting in concert
with, such Shareholder, (ii) any beneficial owner of Common Shares or
other securities issued by the Company owned of record or beneficially by such
Shareholder and (iii) any Person controlling, controlled by or under
common control with such Shareholder or Shareholder Associated Person.  (3) Notwithstanding
anything in the second sentence of Section 9.7(a)(2) to the contrary,
in the event that the number of directors to be elected to the Board of Directors
of the Company is increased and there is no public announcement by the Company
naming all of the nominees for director or specifying the size of the increased
Board of Directors at least one hundred (100) days prior to the first
anniversary of the date of mailing of notice for the preceding years annual
meeting, a Shareholders notice required by this Section 9.7 shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive office of the Company not later than the close of business
on the tenth (10th) day following the day on which such public announcement is
first made by the Company.  (b)        Shareholder
Proposals Causing Covenant Breaches.At
the same time as or prior to the submission of any Shareholder proposal of
business to be conducted at an annual or special meeting that, if approved and
implemented by the Company, would cause the Company to be in breach of any
covenant of the Company in any existing or proposed debt instrument of the
Company or agreement of the Company with any lender, the proponent Shareholder
or Shareholders must submit to the Secretary at the principal executive offices
of the Company (i) evidence satisfactory to the Board of Directors of the
lenders willingness to waive the breach of covenant or (ii) a plan for
repayment of the indebtedness to the lender and the payment of all related
interest, prepayment premiums, breakage costs and other amounts due and payable
in connection with such repayment satisfactory to the Board of Directors,
specifically identifying the source of funds to be used in the repayment and
related payments and presenting evidence satisfactory to the Board of Directors
that the identified funds could be applied by the Company to the repayment.  (c)        Shareholder
Proposals Requiring Regulatory Notice, Consent or Approval.At the same time or prior to the
submission of any Shareholder proposal of business to be conducted at an annual
or special meeting that, if approved, could not be implemented by the Company
without notifying or obtaining the consent or approval of any federal, state,
municipal or other regulatory body, the proponent Shareholder or Shareholders
must submit to the Secretary at the principal executive offices of the Company
(i) evidence satisfactory to the Board of Directors that any and all
required notices, consents or approvals have been given or obtained or
(ii) a plan, satisfactory to the Board of Directors, for making the
requisite notices or obtaining the requisite consents or approvals, as
applicable, prior to the implementation of the proposal.  36


(d)        Special
Meetings of Shareholders. 
Only such business shall be conducted at a special meeting of
Shareholders as shall have been brought before the meeting pursuant to the
Companys notice of meeting.  Nominations
of persons for election to the Board of Directors may only be made at a special
meeting of Shareholders at which directors are to be elected: (i) pursuant
to the Companys notice of meeting for a meeting called by the Chairman or the
Board of Directors by or at the direction of the Board of Directors or
(ii) provided that the Board of Directors has determined that directors
shall be elected at such special meeting, by any Shareholder of the Company who
is a Shareholder of record both at the time of giving of notice provided for in
this Section 9.7(d) and at the time of the special meeting, who is
entitled to vote at the meeting and present in person or by proxy at the
meeting to answer questions concerning the nomination or business and who
complies 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 the members of the Board of Directors, the
Company calls a special meeting of Shareholders for the purpose of electing one
or more directors to the Board of Directors, any such Shareholder may nominate
a person or persons (as the case may be) for election to such
position(s) as specified in the Companys notice of meeting, if the
Shareholders notice contains the information required by
Section 9.7(a)(2) and the notice has been delivered to the Secretary
at the principal executive offices of the Company not earlier than the close of
business on the one hundred twentieth (120th) day prior to such special meeting
nor later than the later of (x) the ninetieth (90th) day prior to such
special meeting or (y) the tenth (10th) day following the day on which
public announcement is first made of the date of such special meeting and of
the nominees proposed by the Board of Directors to be elected at such
meeting.  In no event shall the public
announcement of a postponement or adjournment of a special meeting to a later
date or time commence a new time period for the giving of a Shareholders
notice as described above.  (e)        General.(1) Upon written request by
the Secretary or the Board of Directors or any committee thereof, any
Shareholder proposing a nominee for election as a director or any proposal for
other business at a meeting of Shareholders shall provide, within three
business days of delivery of such request (or such other period as may be
specified in such request), written verification, satisfactory to the Secretary
or the Board of Directors or any committee thereof, in his, her or its sole
discretion, of the accuracy of any information submitted by the Shareholder
pursuant to this Section 9.7.  If a
Shareholder fails to provide such written verification within such period, the
Secretary or the Board of Directors or any committee thereof may treat the
information as to which written verification was requested as not having been
provided in accordance with the procedures set forth in this Section 9.7.  (2) Only such
persons who are nominated in accordance with the procedures set forth in this
Section 9.7 shall be eligible to serve as directors and only such business
as shall have been brought before the meeting with the procedures set forth in this
Section 9.7 shall be transacted at a meeting of Shareholders.  The chairperson of the meeting shall have the
power and duty to determine whether a nomination proposed to be made or any
business proposed to be brought before the meeting was made at or brought
before the meeting, as the case may be, in accordance with the procedures set
forth in this Section 9.7 and, if any proposed nomination or business is
not in compliance with this Section 9.7, to declare that such nomination
or business is out of order and should be disregarded.  (3) For purposes of
this Section 9.7, (a) the date of mailing of the notice shall mean
the date of the proxy statement for the solicitation of proxies for election of
directors and (b) public announcement shall mean disclosure (i) in
a press release reported by the Dow Jones News Service, Associated Press or
comparable news service or (ii) in a document publicly filed by the
Company with the Commission.  37


(4) The Company shall
not be required to include in the Companys proxy statement a Shareholder
nomination of one or more persons for election to the Board of Directors unless
(i) such nomination has been properly made in accordance with the
provisions of this Section 9.7 and (ii) the Board of Directors has
endorsed such nomination.  The Company
shall not be required to include in the Companys proxy statement a Shareholder
proposal other than a Board of Directors nomination unless (i) such
proposal has been properly made in accordance with the provisions of this
Section 9.7 and (ii) either the Board of Directors has endorsed such
proposal or the proposal has been made by Shareholders holding not less than
25% of the Shares required to 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s proxy statement a
Shareholder proposal of business to be brought before an annual or special
meeting of Shareholders unless the proponent Shareholder or Shareholders shall
have complied with (i) all applicable requirements of state and federal
law and the rules and regulations thereunder, including without limitation
Rule 14a-8 (or any successor provision) under the Exchange Act, and
(ii) the applicable procedures and other requirements set forth in this
Section 9.7.  Nothing in this
Section 9.7 shall be deemed to affect any right of the Company to omit a
Shareholder proposal from the Companys proxy statement under the Exchange Act,
including without limitation nominations of persons for election to the Board
of Directors and business to be brought before the Shareholders at an annual or
special meeting of Shareholders.  A
Shareholder proposal properly made in accordance with the provisions of this
Section 9.7 shall be considered at the meeting with respect to which it
was made even if such proposal does not appear in the Companys proxy statement
for that meeting.  (5) The Board of
Directors may from time to time require any person nominated to serve on the
Board of Directors to agree in writing with regard to matters of business
ethics and confidentiality while such nominee serves as a Director, such
agreement to be on the terms and in a form determined satisfactory by the Board
of Directors, as amended and supplemented from time to time in the discretion
of the Board of Directors.  The terms of
such agreement may be substantially similar to the Code of Business Conduct and
Ethics of the Company or any similar code promulgated by the Company or may
differ from or supplement such Code of Business Conduct and Ethics or other
code.  Section 9.8Actions
of Shareholders by Written Consent.  
Any action required or permitted to be taken at a meeting of
Shareholders may be taken without a meeting only by a unanimous written consent
of the Shareholders entitled to vote on the matter which sets forth the
action.  Aa  ARTICLE X INDEMNIFICATION  Section 10.1Indemnification.  (a)        To the fullest extent permitted by law
but subject to the limitations expressly provided in this Agreement or in any
Bylaws of the Company, all Indemnitees shall be indemnified and held harmless
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 arising
from any and all claims, demands, actions, suits or proceedings, whether civil,
criminal, administrative or investigative, whether or not by or in the right of
the Company, in which any Indemnitee may be involved, or is threatened to be
involved, as a party or otherwise, in connection with any act or omission
performed, or omitted to be performed, by such Indemnitee in good faith on
behalf of or with respect to the Company or by reason of its status as an
Indemnitee; provided that the
Indemnitee shall not be  38


indemnified and held harmless if there has been a
final and non-appealable judgment entered by a court of competent jurisdiction
determining that, in respect of the matter for which the Indemnitee is seeking
indemnification pursuant to this Section 10.1, the Indemnitee acted in bad
faith or engaged in fraud, willful misconduct, or in the case of a criminal
matter, acted with knowledge that the Indemnitees conduct was unlawful.  (b)        To the fullest extent permitted by law,
expenses (including legal fees and expenses) incurred by an Indemnitee who is
indemnified pursuant to Section 10.1 in defending any claim, demand,
action, suit or proceeding shall, from time to time, be advanced by the Company
prior to a determination that the Indemnitee is not entitled to be indemnified
upon receipt by the Company of any undertaking by or on behalf of the
Indemnitee to repay such amount if it shall be determined that the Indemnitee
is not entitled to be indemnified as authorized in this Section 10.1.  (c)        The indemnification, advancement of
expenses and other provisions of this Section 10.1 shall be in addition to
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 on
such matter, pursuant to a vote of the Board of Directors, as a matter of law
or otherwise, both as to actions in the Indemnitees capacity as an Indemnitee
and as to actions in any other capacity, and shall continue as to an Indemnitee
who has ceased to serve in such capacity and shall inure to the benefit of the
heirs, successors, assigns and administrators of the Indemnitee.  (d)        The Company may purchase and maintain
insurance, on behalf of its Directors and Officers, and such other Persons as
the Board of Directors shall determine, against any liability that may be
asserted against or expense that may be incurred by such Person in connection
with the Companys activities or such Persons activities on behalf of the
Company, regardless of whether the Company would have the power to indemnify
such Person against such liability under the provisions of this Agreement or
otherwise.  (e)        For purposes of the definition of
Indemnitee in Section 1.1, the Company shall be deemed to have requested
an Indemnitee to serve as fiduciary of an employee benefit plan whenever the
performance by such Indemnitee of his or her duties to the Company also imposes
duties on, or otherwise involves services by, such Indemnitee to the plan or
participants or beneficiaries of the plan; excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall constitute fines within the meaning of this Section 10.1; and
action taken or omitted by such Indemnitee with respect to any employee benefit
plan in the performance of such Indemnitees duties for a purpose reasonably
believed by him or her to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose that is in, or
not opposed to, the best interests of the Company.  (f)         Any indemnification pursuant to this
Section 10.1 shall be made only out of the assets of the Company, it being
agreed that the Shareholders shall not be personally liable for such
indemnification and shall have no obligation to contribute or loan any monies
or property to the Company to enable it to effectuate such indemnification.  39


(g)        An Indemnitee shall not be denied
indemnification in whole or in part under this Section 10.1 because the
Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms
of this Agreement or applicable law.  (h)        The indemnification, advancement of
expenses and other provisions of this Section 10.1 are for the benefit of
the Indemnitees, their heirs, successors, assigns and administrators and shall
not be deemed to create any rights for the benefit of any other Persons.  (i)         No amendment, modification or repeal of
this Section 10.1 or any provision hereof shall in any manner terminate,
reduce or impair the right of any past, present or future Indemnitee to be
indemnified by the Company, nor the obligations of the Company to indemnify any
such Indemnitee under and in accordance with the provisions of this
Section 10.1 as in effect immediately prior to such amendment,
modification or repeal with respect to claims arising from or relating to
matters occurring, in whole or in part, prior to such amendment, modification
or repeal, regardless of when such claims may arise or be asserted.  (j)         The Company shall have the power, with
the approval of the Board of Directors, to provide such indemnification and
advancement of expenses to a person who served a predecessor of the Company in
any of the capacities described above and to any employee or agent of the
Company or a predecessor of the Company.  (k)        The provisions of this Article X
shall be applicable to all claims, demands, actions, suits or proceedings made
or commenced after the adoption thereof whether arising from acts 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 to the Company, its Shareholders or any other Person
bound by this Agreement is hereby eliminated for monetary damages for breach of
fiduciary duty as a Director; 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 or the Shareholders as modified by this Agreement, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, or (iii) for any transaction from which such
director derived an improper personal benefit.  (b)        Notwithstanding anything to the contrary
set forth in this Agreement, no Indemnitee shall be liable for monetary damages
to the Company, the Shareholders or any other Person bound by this Agreement
for losses sustained or liabilities incurred as a result of any act or omission
of an Indemnitee unless there has been a final, non-appealable judgment entered
by a court of competent jurisdiction determining that, in respect of the matter
in question, the Indemnitee acted in bad faith or engaged in fraud, willful
misconduct or, in the case of a criminal matter, acted with knowledge that the
Indemnitees conduct was unlawful.  40


(c)        The Board of Directors may exercise any
of the powers granted to it by this Agreement and perform any of the duties
imposed upon it hereunder either directly or by or through its agents, and the
Board of Directors shall not be responsible for any misconduct or negligence on
the part of any such agent appointed by the Board of Directors in good faith.  (d)        The provisions of this Agreement, to the
extent that they restrict or eliminate or otherwise modify the duties
(including fiduciary duties) and liabilities of an Indemnitee otherwise
existing at law or in equity, are agreed by the Shareholders to replace such
other duties and liabilities of such Indemnitee.  (e)        Any amendment, modification or repeal of
this Section 10.2 or any provision hereof shall be prospective only and
shall not in any way affect the limitations on the liability of any Indemnitee
and other protective provisions under this Section 10.2 as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part,
prior to such amendment, modification or repeal, regardless of when such claims
may arise or be asserted and provided such Person became an Indemnitee
hereunder prior to such amendment, modification or repeal.  Section 10.3Indemnification
of the Company.   To the
fullest extent permitted by law, each Shareholder will be liable to the Company
(and any Subsidiaries or Affiliates thereof) for, and 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 or failure
to fully comply with any covenant, condition or provision of this Agreement or
any Bylaws, including, without limitation, Sections 8.1 through 8.2 of Article VIII
and Section 9.7 of Article IX and the provisions of any Bylaws that
may address similar matters as those contained in such sections, or any action
by or against the Company (or any Subsidiaries or Affiliates thereof) in which
such Shareholder is not the prevailing party, and shall pay such indemnitee
such amounts on demand, together with interest on such amounts, which interest
will accrue at the rate of interest provided in any Bylaws of the Company for
indemnification amounts payable by a Shareholder to any such indemnitee
pursuant to this Section 10.3 or any Bylaws or if there are no Bylaws of
the Company or if any such Bylaws which may be in effect do not provide for a
rate of interest for any such amounts then the rate of interest for such amounts
shall be the lesser of 15% per annum compounded and the maximum amount
permitted by law, in each case from the date such costs or the like are
incurred until the receipt of repayment by the indemnitee.  Section 10.4Limitation
of Liability.   If there is
any liability on the part of the Initial Shareholder or any Subsidiary or
Affiliate thereof that is a real estate investment trust, with respect to any
matter under this Agreement, the following shall apply: THE DECLARATION OF
TRUST ESTABLISHING HPT (OR, AS APPLICABLE, SUCH SUBSIDIARY OR AFFILIATE), A
COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (EACH A DECLARATION AND TOGETHER THE DECLARATIONS), IS DULY FILED WITH THE
DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT
THE NAME HOSPITALITY PROPERTIES TRUST (OR, AS APPLICABLE, THE NAME OF SUCH
SUBSIDIARY OR AFFILIATE) REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT (OR, AS APPLICABLE,
SUCH SUBSIDIARY OR AFFILIATE) SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY
OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HPT (OR, AS APPLICABLE,
SUCH SUBSIDIARY OR  41


AFFILIATE).  ALL
PERSONS DEALING WITH HPT (OR, AS APPLICABLE, SUCH SUBSIDIARY OR AFFILIATE) IN
ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT (OR, AS APPLICABLE, SUCH
SUBSIDIARY OR AFFILIATE) FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.  ARTICLE XI BOOKS, RECORDS, ACCOUNTING AND
REPORTS  Section 11.1No
Right of Inspection or Access. 
Except as the Board of Directors may specify in one or more instances or
categories, to the maximum extent permitted by Section 18-305(g) of
the Delaware LLC Act, no Shareholder shall have the right to inspect, or obtain
a copy of, any of the books and records of the Company, and no Shareholder
shall have any right of access to any Director or Officer of the Company.  Any right of inspection or access granted by
the Board of Directors shall be subject to such restrictions, including
confidentiality restrictions, as the Board of Directors may impose.  The Company shall not be required to furnish
any reports or other information to the Shareholders except as otherwise
required by applicable law, rule or regulation.  ARTICLE XII DISSOLUTION AND LIQUIDATION  Section 12.1Dissolution.  The Company shall dissolve, and its affairs
shall be wound up, only upon the first to occur of the following:  (a)        an election to dissolve the Company by
the Board of Directors that is approved by the holders of a Share Plurality;  (b)        the sale, exchange or other disposition
of all or substantially all of the assets and properties of the Company and the
Companys Subsidiaries unless otherwise determined by the Board of Directors;  (c)        the entry of a decree of judicial
dissolution of the Company pursuant to the provisions of the Delaware LLC Act;
or  (d)        the reduction of the number of
Shareholders to zero.  Section 12.2Liquidator.  Upon dissolution of the Company, the Board of
Directors shall select one or more Persons to act as Liquidator.  The Liquidator (if other than the Board of
Directors) shall be entitled to receive such compensation for its services as
may be approved by holders of a Share Majority. 
The Liquidator (if other than the Board of Directors) shall agree not to
resign at any time without 15 days prior notice and may be removed at any
time, with or without cause, by notice of removal approved by holders of a
Share Majority.  Upon dissolution,
removal or resignation of the Liquidator, a successor and substitute Liquidator
(who shall have and succeed to all rights, powers and duties of the original
Liquidator) shall within 30 days thereafter be approved by holders of a Share
Majority.  The right to approve a
successor or substitute Liquidator in the manner provided herein shall be
deemed to refer also to any such successor or substitute Liquidator approved in
the manner herein provided.  Except as
expressly provided in this Article XII, the Liquidator approved in the
manner provided herein shall have and may exercise,  42


without further authorization or consent of any of the
parties hereto, all of the powers conferred upon the Board of Directors under
the terms of this Agreement (but subject to all of the applicable limitations,
contractual and otherwise, upon the exercise of such powers) necessary or
appropriate to carry out the duties and functions of the Liquidator hereunder
for and during the period of time required to complete the winding up and
liquidation of the Company as provided for herein.  Section 12.3Liquidation.  The Liquidator shall proceed to dispose of
the assets of the Company, discharge its liabilities, and otherwise wind up its
affairs in such manner and over such period as determined by the Liquidator,
subject to the applicable provisions of the Delaware LLC Act.  Section 12.4Cancellation
of Certificate of Formation. 
Upon the completion of the distribution of Company cash and property as
provided in Section 12.3 in connection with the liquidation of the
Company, the Certificate of Formation and all qualifications of the Company as
a foreign limited liability company in jurisdictions other than the State of
Delaware shall be canceled and such other actions as may be necessary to
terminate the Company shall be taken.  Section 12.5Return
of Contributions.  No
Shareholder, Director or Officer of the Company will be personally liable for,
or have any obligation to contribute or loan any monies or property to the
Company to enable it to effectuate, the return of any capital contributions of
any Shareholder or Shareholders, or any portion thereof, it being expressly
understood that any such return shall be made solely from Company assets.  Section 12.6Waiver
of Partition.  To the maximum
extent permitted by law, each Shareholder hereby waives any right to partition
of the Company property.  Section 12.7No
Shareholder Right to Dissolve. 
Except as specifically contemplated by Section 12.1, the
Shareholders shall have no right to dissolve or liquidate the Company.  ARTICLE XIII AMENDMENT OF AGREEMENT  Section 13.1           Amendment
of Limited Liability Company Agreement.  (a)        General
Amendments.  Except as
provided in Section 13.1(b), the Board of Directors may amend any of the
terms of this Agreement but only in compliance with the terms, conditions and
procedures set forth in this Section 13.1(a).  If the Board of Directors desires to amend
any provision of this Agreement other than pursuant to Section 13.1(b),
then it shall first adopt a resolution setting forth the amendment proposed,
declaring its advisability, and either calling a special meeting of the
Shareholders entitled to vote in respect thereof for the consideration of such
amendment or directing that the amendment proposed be considered at the next
annual meeting of the Shareholders. 
Amendments to this Agreement may be proposed only by or with the consent
of the Board of Directors.  In the event
that applicable law requires that amendments may be proposed by the
Shareholders, such amendments may be proposed only by the holders of the
percentage of Shares specified by law or if no such percentage is specified
then by the holders of 25% of the Outstanding Shares; in addition, no such
proposal shall be considered unless such proposal has been properly made in
accordance with the provisions of Section 9.7.  A special or annual meeting to consider any
such proposal shall be called and held upon notice in accordance with
Article IX of this Agreement.  The
notice shall set forth such amendment in full or a brief summary of the changes
to be  43


effected thereby, as the Board of Directors shall deem
advisable.  At the meeting, a vote of
Shareholders entitled to vote thereon shall be taken for and against the
proposed amendment.  A proposed amendment
shall be effective upon its approval in accordance with the provisions of
Section 9.1(b).  (b)        Amendments
to be Adopted Solely by the Board of Directors.Notwithstanding Section 13.1(a), the Board of Directors,
without the approval or any other action of any Shareholder, may amend any
provision of this Agreement, and execute, swear to, acknowledge, deliver, file
and record whatever documents may be required in connection therewith, to
reflect:  (i)change in the name of the Company, the
location of the principal place of business of the Company, the registered
agent of the Company or the registered office of the Company;  (ii)the admission, substitution or removal of
Shareholders in accordance with this Agreement;  (iii)any change as to which the Board of
Directors reasonably determines is customarily of the type contained in the
bylaws of a corporation organized under the Delaware General Corporation Law,
including without limitation, any of the provisions of Articles IV, VII, IX, X,
XI and XV;  (iv)a change that the Board of Directors
determines (A) does not adversely affect the Shareholders (including any particular
class or series of Shares as compared 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 or regulation of any federal or state agency
or judicial authority or contained in any federal or state statute (including
the Delaware LLC Act) or (2) facilitate the trading of the Shares
(including the division of any class or series of Outstanding Shares into
different classes or series to facilitate uniformity of tax consequences within
such classes or series of Shares) or comply with any rule, regulation,
guideline or requirement of any National Securities Exchange on which the
Common Shares or other securities of the Company are or will be listed for
trading, compliance with any of which the Board of Directors deems to be in the
best interests of the Company and the Shareholders, (C) is required to
effect the intent of the provisions of this Agreement or is otherwise
contemplated by this Agreement or (D) is required or desired to correct
any ambiguity or mistake in this Agreement determined to be such by the Board
of Directors;  (v)notwithstanding the provisions of
Section 13.1(b)(iv)(A), any change that the Board of Directors determines
to be in the best interest of the Shareholders of the Company as a whole and
regardless of whether or not such provision is adverse to any class or series
of Shares or particular Shareholder or group of Shareholders;  44


(vi)a change in the fiscal year or taxable year of the
Company and any other changes that the Board of Directors determines to be
necessary or appropriate as a result 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)notwithstanding the provisions of
Section 13.1(b)(iv)(A), an amendment that the Board of Directors
determines to be necessary or appropriate in connection with the authorization
or issuance of any class or series of Shares or other securities of the Company
pursuant to Section 5.3;  (viii)an amendment that the Board of Directors, in its
sole discretion, determines to be necessary or appropriate to implement a
defensive shareholder rights plan similar to a shareholder rights plan, or
poison pill, for corporations, including the issuance of a dividend of rights
to each Shareholder that would become exercisable if any Person or group (an
Acquiring Person) acquires ownership in excess of a specified percentage of
the Outstanding Shares or initiates a tender offer for in excess of that
specified percentage of the Outstanding Shares; and the provisions of such a
plan may include provisions that delegate all or certain decisions to Directors
who have specified qualifications, including a lack of a relationship to the
Acquiring Person and/or specified tenure on the Board of Directors;  (ix)any amendment expressly permitted in this Agreement
to be made by the Board of Directors acting alone;  (x)an amendment effected, necessitated or contemplated
by a Merger Agreement approved in accordance with Section 14.3;  (xi)an amendment that the Board of Directors determines
to be necessary or appropriate to reflect and account for the formation by the
Company of, or investment by the Company in, any corporation, partnership,
joint venture, limited liability company or other entity; or  (xii)any other amendments substantially similar to the
foregoing.  Section 13.2           Amendment
Requirements.  (a)        Notwithstanding the provisions of
Section 13.1, no provision of this Agreement that establishes a percentage
of Outstanding Shares required to take any action shall be amended, altered,
changed, repealed or rescinded in any respect that would reduce such voting
percentage unless such amendment is approved by the affirmative vote of holders
of Outstanding Shares whose aggregate Outstanding Shares constitute not less
than the voting requirement sought to be reduced.  45


(b)        Notwithstanding the provisions of
Section 13.1, no amendment to this Agreement may (i) enlarge the
obligations of any Shareholder without its consent, unless such shall be deemed
to have occurred as a result of an amendment approved pursuant to
Section 13.2(c), (ii) change Section 12.1(a), (iii) give
any Person the right to dissolve the Company other than in accordance with
Section 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 amendments
to this Agreement without the approval of any Shareholders as contemplated in
Section 13.1, any amendment that would have a material adverse effect on
the rights or preferences of any class of Shares in relation to other classes
of Shares must be approved by the holders of not less than a majority of the
Outstanding Shares of the class affected.  ARTICLE
XIV MERGER, CONSOLIDATION OR CONVERSION  Section 14.1Authority.  The Company may merge or consolidate with one
or more limited liability companies or other business entities as defined in
the Delaware LLC Act, or convert into another entity, whether such entity is
formed under the laws of the State of Delaware or any other state of the United
States of America, pursuant to a written agreement of merger or consolidation
(Merger Agreement) or a written
plan of conversion (Plan of Conversion),
as the case may be, in accordance with this Article XIV.  Section 14.2Procedure
for Merger, Consolidation or Conversion.  Merger, consolidation or conversion of the
Company pursuant to this Article XIV requires the prior approval of the
Board of Directors.  (a)        If the Board of Directors shall
determine to consent to the merger or consolidation, the Board of Directors
shall approve the Merger Agreement, which shall set forth:  (i)the names and jurisdictions of formation or
organization of each of the business entities proposing to merge or
consolidate;  (ii)the name and jurisdiction of formation or
organization of the business entity that is to survive the proposed merger or
consolidation (the Surviving Business
Entity);  (iii)the terms and conditions of the proposed merger or
consolidation;  (iv)the manner and basis of canceling the rights or
securities of, or interests in, each constituent entity or of exchanging or
converting the rights or securities of, or interests in, each constituent
business entity for, or into, cash, property, rights, or securities of or
interests in, the Surviving Business Entity; and if any rights or securities
of, or interests in, any constituent business entity are not to be exchanged or
converted solely for, or into, cash, property, rights, or securities of or
interests in, the Surviving Business Entity, the cash, property, rights, or  46


securities
of or interests in, any limited liability company or other business entity
which the holders of such rights, securities or interests are to receive;  (v)a statement of any changes in the constituent
documents or the adoption of new constituent documents (the certificate of
formation or limited liability company agreement, articles or certificate of
incorporation, articles of trust, declaration of trust, certificate or agreement
of limited partnership or other similar charter or governing document) of the
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 or
consolidation pursuant to Section 14.4 or a later date specified in or
determinable in accordance with the Merger Agreement (provided, that if the
effective time of the merger or consolidation is to be later 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 the certificate of
merger or consolidation and stated therein); and  (vii)such other provisions with respect to the proposed
merger or consolidation that the Board of Directors determines to be necessary
or appropriate.  (b)        If the Board of Directors shall
determine to consent to the conversion, the Board of Directors may approve and
adopt a Plan of Conversion containing such terms and conditions that the Board
of Directors determines to be necessary or appropriate.  Section 14.3           Approval
by Shareholders of Merger, Consolidation or Conversion.  (a)        Except as provided in
Section 14.3(d), the Board of Directors, upon its approval of the Merger
Agreement or Plan of Conversion, as the case may be, shall direct that the
Merger Agreement or Plan of Conversion, as applicable, be submitted to a vote
of Shareholders, whether at an annual meeting or a special meeting, in either
case in accordance with the requirements of Article IX.  A copy or a summary of the Merger Agreement
or Plan of Conversion, as applicable, shall be included in or enclosed with the
notice of meeting.  (b)        Except as provided in
Section 14.3(d), the Merger Agreement or Plan of Conversion, as
applicable, shall be approved upon receiving the affirmative vote or consent of
the holders of a Share Plurality.  (c)        Except as provided in
Section 14.3(d), after such approval by vote or consent of the
Shareholders, and at any time prior to the filing of the certificate of merger
or a certificate of conversion pursuant to Section 14.4, the merger,
consolidation or conversion may be abandoned or amended pursuant to provisions
therefor, if any, set forth in the Merger Agreement or the Plan of Conversion,
as the case may be.  47


(d)        Notwithstanding anything else contained
in this Article XIV or in this Agreement, the Board of Directors is
permitted without Shareholder approval to create, dissolve, merge, consolidate
or convert the Company or any Subsidiary, or convey all of the Companys assets
to another limited liability entity, if the principal purpose of such action,
as determined by the Board of Directors, is to effect a change in the legal
form of the Companys business, including to change the Company into a
corporation, limited partnership, trust or other legal entity, to change the
jurisdiction of organization of the Company or any combination of the
foregoing.  (e)        Notwithstanding anything else contained
in this Article XIV or in this Agreement, the Board of Directors is
permitted without Shareholder approval to mortgage, sell and leaseback, pledge,
hypothecate, or grant a security interest in, some, all or substantially all of
the assets of the Company or the Companys Subsidiaries and permit the sale
upon foreclosure or other realization of such an encumbrance.  (f)         Shareholders are not entitled to
dissenters rights of appraisal in the event of a merger, consolidation or
conversion involving the Company, a sale of all or substantially all of the
assets of the Company or the Companys Subsidiaries, or any other transaction
or event.  Section 14.4Certificate
of Merger or Conversion.  Upon
the required 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, a
certificate of merger or consolidation or certificate of conversion, as
applicable, shall be executed and filed with the Secretary of State of the State
of Delaware in conformity with the requirements of the Delaware LLC Act.  Section 14.5Business
Combination Limitations. 
Notwithstanding any other provision of this Agreement, but in addition
to the transfer restrictions contained in this Agreement, with respect to any
Business Combination (as such term is defined in Section 203 of the
Delaware General Corporation Law), the provisions of Section 203 of the
Delaware General Corporation Law shall be applied with respect to the Company
as though the Company were a Delaware corporation, the Shareholders were
stockholders of such corporation and the Board of Directors was the board of
directors of such corporation.  Any
amendment of this Section shall be governed by Article XIII.  ARTICLE
XV GENERAL PROVISIONS  Section 15.1Fiscal
Year.  The fiscal year of the
Company shall be a fiscal year ending December 31 or as otherwise
determined by the Board of Directors.  Section 15.2Addresses
and Notices.  Any notice,
demand, request, report or proxy materials required or permitted to be given or
made to a Shareholder under this Agreement shall be in writing and shall be
deemed given or made when delivered in person, by mail, by recognized national
courier service, by presenting it to such Shareholder personally, by leaving it
at the Shareholders residence or usual place of business or by any other
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 deemed given if received by the
Secretary at the principal office of the Company designated by the Board of
Directors.  The Board of Directors and
the Officers may rely and shall be protected in relying on any notice or other
document from a Shareholder or other Person if believed by it to be genuine.  48


Section 15.3Bylaws.  The Board of
Directors is authorized to adopt Bylaws governing the affairs of the Company
provided that such Bylaws are not inconsistent with this Agreement.  Section 15.4Further Action.  The parties
shall execute and deliver all documents, provide all information and take or
refrain from taking action as may be necessary or appropriate to achieve the
purposes of this Agreement.  Section 15.5Binding
Effect.  This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their heirs,
executors, administrators, successors, legal representatives and permitted
assigns.  Section 15.6Integration.  This Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements and understandings pertaining thereto.  Section 15.7Creditors.  None of the provisions of this Agreement
shall be for the benefit of, or shall be enforceable by, any creditor of the
Company.  Section 15.8Waiver.  No failure by any party to insist upon the
strict performance of any covenant, duty, agreement or condition of this
Agreement or to exercise any right or remedy consequent upon a breach thereof
shall constitute waiver of any such breach of any other covenant, duty,
agreement or condition.  Section 15.9Counterparts.  This Agreement may be executed in
counterparts, all of which together shall constitute an agreement binding on all
the parties hereto, notwithstanding that all such parties are not signatories
to the original or the same counterpart. 
Each party shall become bound by this Agreement immediately upon
affixing its signature hereto or, in the case of a Person acquiring a Share, as
otherwise provided in this Agreement.  Section 15.10Applicable
Law.  This Agreement shall be
construed in accordance with and governed by the laws of the State of Delaware,
without regard to principles of conflict of laws.  Section 15.11Invalidity
of Provisions.  If any
provision of this Agreement is or becomes invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby.  Section 15.12Consent
of Shareholders.  Each
Shareholder hereby expressly consents and agrees that, whenever in this
Agreement it is specified that an action may be taken without the consent of
Shareholders or upon the affirmative vote or consent of less than all of the Shareholders,
such action may be so taken without the consent of Shareholders or upon the
concurrence of less than all of the Shareholders and each Shareholder shall be
bound by the results of such action.  Section 15.13Signatures.  The use of facsimile signatures affixed in
the name and on behalf of the transfer agent and registrar of the Company on
certificates representing Shares is expressly permitted by this Agreement.  Any Board of Directors or Shareholder written
consent or approval may be evidenced by faxed signatures or other electronic
representation delivered to the Secretary.  49


ARTICLE
XVI ARBITRATION  Section 16.1           Procedures
for Arbitration of Disputes.Section 16.2 Any disputes, claims
or controversies brought by or on behalf of any shareholder of the Company
(which, for purposes of this Article XVI, shall mean any shareholder of
record or any beneficial owner of shares of the Company, or any former
shareholder of record or beneficial owner of shares of the Company), either on
his, her or its own behalf, on behalf of the Company or on behalf of any series
or class of shares of the Company or shareholders of the Company against the
Company or any director, officer, manager (including Reit Management &
Research LLC or its successor), agent or employee of the Company, including
disputes, claims or controversies relating to the meaning, interpretation,
effect, validity, performance or enforcement of this Agreement or any Bylaws of
the Company (all of which are referred to as Disputes) or relating in any way
to such a Dispute or Disputes, shall on the demand of any party to such Dispute
be resolved through binding and final arbitration in accordance with the
procedures and rules for arbitration prescribed by any Bylaws of the
Company. For the avoidance of doubt, and not as a limitation, Disputes are
intended to include derivative actions against directors, officers or managers
of the Company and class actions by shareholders against those individuals or
entities and the Company.  For the
avoidance of doubt, a Dispute shall include a Dispute made derivatively on
behalf of one party against another party.  Section 16.2           Award
Final.Section 16.3 The award or decision of the
arbitrator(s) shall be final and binding upon the parties thereto and
shall be the sole and exclusive remedy between such parties relating to the
Dispute, including any claims, counterclaims, issues or accounting presented to
the arbitrators.  Judgment upon the Award
may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no
application or appeal to any court of competent jurisdiction may be made in
connection with any question of law arising in the course of arbitration or
with respect to any award made, except for actions relating to enforcement of
this agreement to arbitrate or any arbitral award issued hereunder and except
for actions seeking interim or other provisional relief in aid of arbitration
proceedings in any court of competent jurisdiction.  Section 16.3           Costs
and Expenses.Section 16.4 Except as otherwise set forth in
this Agreement, including Section 10.3, or any Bylaws of the Company, or
agreed between the parties, each party involved in a Dispute shall bear its own
costs and expenses (including attorneys fees), and the arbitrators shall not
render an award that would include shifting of any such costs or expenses
(including attorneys fees) or, in a derivative case or class action, award any
portion of the Companys award to the claimant or the claimants attorneys.  Section 16.4           Beneficiaries.Section 16.5 This Article XVI is intended to benefit and
be enforceable by the shareholders, directors, officers, managers (including
Reit Management & Research LLC or its successor), agents or employees
of the Company and the Company and shall be binding on the shareholders of the
Company and the Company, as applicable, and shall be in addition to, and not in
substitution for, any other rights to indemnification or contribution that such
individuals or entities may have by contract or otherwise.  50


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IN
WITNESS WHEREOF, the parties hereto have executed or have otherwise become
bound by this Agreement as of the date first written above.  INITIAL SHAREHOLDER:
  ADDITIONAL SHAREHOLDERS:HOSPITALITY PROPERTIES TRUST
  All Shareholders hereafter
  admittedas Shareholders of the Companypursuant to the Distribution orotherwise in accordance with
  thisAgreement.  By:
  /s/ John G. MurrayName: John G. MurrayTitle: President  [Signature Page to Amended and Restated Limited
Liability Company Agreement]