Exhibit
10.22


 


FIRST AMENDMENT TO MANAGEMENT
AGREEMENT


 


THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT
(this “FIRST AMENDMENT”) is made as of February 16, 2005 by and between
HPT TRS IHG-1, INC., a Maryland corporation (“OWNER”), and INTERCONTINENTAL
HOTELS GROUP RESOURCES, INC., a Delaware corporation (“MANAGER”).


 


WHEREAS, Owner and Manager entered into that
certain Management Agreement, dated as of October 27, 2003 (the “MANAGEMENT
AGREEMENT”); and


 


WHEREAS, Owner and Manager wish to amend the
Management Agreement, subject to and upon the terms and conditions hereinafter
provided;


 


NOW, THEREFORE, in consideration of the
mutual promises and covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are herein acknowledged,
Owner and Manager, intending to be legally bound, hereby agree as follows:


 


1.               Capitalized terms
used in this First Amendment and not otherwise defined herein shall have the
meaning ascribed thereto in the Management Agreement.


 


2.               From and after the
date hereof, Section 1.43 (“Guaranty”) of the Management Agreement is
hereby deleted in its entirety and the following inserted in its place:


 


“GUARANTY” shall mean that certain Amended
and Restated Consolidated Guaranty Agreement dated as of February 16, 2005
made by IHG for the benefit of, INTER ALIA, Owner, or, if applicable, the New
Candlewood Guaranty (as defined in such Amended and Restated Consolidated
Guaranty Agreement) as the same may be amended, supplemented or replaced from
time to time excluding, however, the New Staybridge Guaranty (as defined in
such Amended and Restated Consolidated Guaranty Agreement) as the same may be amended,
supplemented or replaced from time to time.


 


3.               Section 17.2 (“Remedies
for Manager Default”) of the Management Agreement is hereby amended by: (i)
deleting the phrase “so long as Guarantor’s obligations under Section 3
thereof has not been terminated in accordance


 





















 


with the terms of the Guaranty” located in the last sentence thereof;
and (ii) deleting the sixth (6th) sentence thereof in its entirety and
inserting the following in its place:


 


Such liquidated damages shall be equal to the
sum of (i) all accrued but unpaid amounts due to Owner hereunder up until the
date of termination, plus (ii) the Outstanding Balance (as defined in the
Guaranty), plus (iii) the outstanding balance of the Deposit.


 


4.               All references in
the Management Agreement to the Management Agreement shall be deemed to be
references thereto as amended hereby.


 


5.               As modified hereby,
the Management Agreement is in full force and effect and is hereby ratified and
confirmed.


 


6.               This First
Amendment may be executed in one or more counterparts, all of which
counterparts shall constitute but one and the same document.


 


[SIGNATURE PAGE FOLLOWS.]


 


2





















 


IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this First Amendment effective as of the day and year first above written.


 


	
   

  	
  OWNER:

  
	
   

  	
   

  
	
   

  	
  HPT TRS IHG-1, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G. Murray

  	
   

  
	
   

  	
   

  	
  John G. Murray

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANAGER:

  
	
   

  	
   

  
	
   

  	
  INTERCONTINENTAL HOTELS

  
	
   

  	
  GROUP RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Chitty

  	
   

  
	
   

  	
   

  	
  Robert J. Chitty

  
	
   

  	
   

  	
  Vice President

  



 


3