Exhibit 4.1
 


 


SUPPLEMENTAL INDENTURE NO. 12


by and between


HOSPITALITY PROPERTIES TRUST


and


U.S. BANK NATIONAL ASSOCIATION,


as Trustee


 


 


as of September 28, 2007


 


SUPPLEMENTAL TO THE INDENTURE DATED AS OF FEBRUARY 25, 1998


 






 


HOSPITALITY PROPERTIES TRUST


6.70% Senior Notes due 2018


 






 


 



   
 















 


This SUPPLEMENTAL INDENTURE
NO. 12 (this “Supplemental Indenture”)
made and entered into as of September 28, 2007 between HOSPITALITY
PROPERTIES TRUST, a Maryland real estate investment trust (the “Company”), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as Trustee (the “Trustee”).


WITNESSETH THAT:


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


WHEREAS, the Company has
determined to issue debt securities known as its 6.70% Senior Notes due 2018;
and


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


NOW, THEREFORE, THIS
SUPPLEMENTAL INDENTURE WITNESSETH:


ARTICLE
1


DEFINED
TERMS


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


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


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


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


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


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


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













 


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


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


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


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


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



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


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


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


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


“Make-Whole Amount”
means, in connection with any optional
redemption or accelerated payment of any Notes prior to July 15, 2017, the
excess, if any, of (i) the aggregate present value as of the date of such
redemption or accelerated payment of each dollar of principal being redeemed or
paid and the amount of interest (exclusive of interest accrued to the date of
redemption or accelerated payment) that would have been payable in respect of
such dollar if such redemption or accelerated payment had been made on
July 15, 2017, determined by discounting, on a semiannual basis, such
principal and interest at the Reinvestment Rate (determined on the third
Business Day preceding the date such notice of redemption is given or
declaration of acceleration is made) from the respective dates on which such
principal and interest would have been payable if such redemption or
accelerated payment had been made on July 15, 2017, over (ii) the
aggregate principal amount of the Notes being redeemed or paid.  In the case of any redemption or accelerated
payment of notes on or after July 15, 2017, the Make-Whole Amount means
zero. For purposes of this Supplemental Indenture and the Notes,
references in the Indenture to the payment of the principal (and premium, if
any) and interest on the Notes shall be deemed to include the payment of the
Make-Whole Amount, if any, due upon redemption with respect to the Notes.  The Make-Whole Amount shall be calculated by
the Company and set forth in an Officer’s Certificate delivered to the Trustee,
and the Trustee shall be entitled to rely on said Officer’s Certificate.


“Notes” means the Company’s 6.70% Senior Notes due 2018,
issued under this Supplemental Indenture and the Indenture, as amended or
supplemented from time to time.  (For the
avoidance of doubt, the term “Notes” shall include any Additional Notes so
issued.)


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


“Reinvestment Rate” means a rate per annum equal to the sum
of 0.35% (thirty-five hundredths of one percent) plus the yield on treasury
securities at constant maturity under the 



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heading
“Week Ending” published in the Statistical Release under the caption “Treasury
Constant Maturities” for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity (which, in the case of
maturities corresponding to the principal and interest due on the notes at
their maturity, shall be deemed to be July 15, 2017), as of the payment
date of the principal being redeemed or paid. 
If no maturity exactly corresponds to such maturity, yields for the two
published maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Reinvestment
Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month.  For purposes of calculating the Reinvestment
Rate, the most recent Statistical Release published prior to the date of
determination of the Make-Whole Amount shall be used.


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


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


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


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


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


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


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



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ARTICLE
2


TERMS
OF THE NOTES


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


(a)           Title.  The
Notes shall be Registered Securities under the Indenture and shall be known as
the Company’s “6.70% Senior Notes due 2018.”


(b)           Aggregate Principal Amount.  The aggregate principal amount of Notes to be
authenticated and delivered under this Supplemental Indenture shall initially
be limited to $350,000,000, except as otherwise permitted by the provisions of
the Indenture; provided that the Company may from time to time,
without the consent of the Holders of the Notes, increase the principal amount
of the Notes by issuing additional Securities in the future (the “Additional Notes”)
having the same terms and ranking equally and ratably with the Notes in all
respects and with the same CUSIP number as the Notes, except for the difference
in the issue price and interest accrued prior to the issue date of such
Additional Notes, provided that such Additional Notes constitute part of the
same issue as the Notes for U.S. federal income tax purposes.  Any Additional Notes will be treated as a
single series with the Notes under the Indenture and shall have the same terms
as to status, redemption and otherwise as the Notes, and references herein to
the Notes shall include any Additional Notes.


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


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


So
long as the Depositary or its nominee is the registered owner of a Global Note,
the Depositary or its nominee, as the case may be, will be considered the sole
Holder of the Notes represented by such Global Note for all purposes under the
Indenture and this Supplemental Indenture, and the beneficial owners of the
Notes will be entitled only to those 



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rights
and benefits afforded to them in accordance with the Depositary’s regular
operating procedures.  Except as provided
below, owners of beneficial interests in a Global Note will not be entitled to
have Notes registered in their names, will not receive or be entitled to
receive physical delivery of Notes in certificated form and will not be
considered the registered owners or Holders thereof under the Indenture or this
Supplemental Indenture.


If
(i) the Depositary is at any time unwilling or unable to continue as depository
or if at any time the Depositary ceases to be a clearing agency registered
under the Exchange Act and a successor depository is not appointed by the
Company within 90 days, (ii) an Event of Default relating to the Notes has
occurred and is continuing and the beneficial owners representing a majority in
principal amount of Notes advise the Depository to cease acting as depository
for the Note, or (iii) the Company, in its sole discretion, determines at any
time that the Notes shall no longer be represented by a Global Note, the
Company will in accordance with the Indenture issue individual Notes in
certificated form of the same series and like tenor and in the applicable
principal amount in exchange for the Notes represented by the Global Note.  In any such instance, an owner of a
beneficial interest in a Global Note will be entitled to physical delivery of
individual Notes in certificated form of the same series and like tenor, equal
in principal amount to such beneficial interest and to have the Notes in
certificated form registered in its name. 
Notes so issued in certificated form will be issued in denominations of
$1,000 or any integral multiple thereof and will be issued in registered form
only, without coupons.


(e)           Interest and Interest Rate.  The Notes will bear interest at a rate of
6.70% per annum, from September 28, 2007 (or, in the case of Additional
Notes, as provided in Section 2.1(b) above) or from the immediately
preceding Interest Payment Date to which interest has been paid or duly
provided for, payable semi-annually in arrears on January 15 and
July 15 of each year, commencing January 15, 2008, or if such day is
not a Business Day, on the next succeeding Business Day (each of which shall be
an “Interest Payment Date”), to
the Persons in whose names the Notes are registered in the Security Register at
the close of business on the day falling 14 calendar days immediately preceding
the applicable Interest Payment Date (whether or not a Business Day), as the
case may be (each, a “Regular Record Date”).


(f)            Principal Repayment; Currency.  The stated maturity of the Notes is January 15,
2018; provided, however, the Notes may be earlier redeemed at the option of the
Company as provided in paragraph (g) below. 
The principal of each Note payable on its maturity date shall be paid
against presentation and surrender thereof at the Corporate Trust Office of the
Trustee, in such coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public or private
debts.  The Company will not pay
Additional Amounts (as defined in the Indenture) on the Notes.


(g)           Redemption at the Option of the Company. The Notes will be subject to redemption
at any time at the option of the Company, in whole or in part, upon not less
than 30 nor more than 60 days’ notice to each Holder of Notes to be redeemed at
its address appearing in the Security Register, at a price equal to the sum of
(i) the principal amount of the Notes being redeemed, plus accrued and unpaid
interest to but excluding the applicable Redemption Date, plus (ii) the
Make-Whole Amount, if any (it being understood that if the notes are redeemed
on or after July 15, 2017, the Make-Whole Amount equals zero).


(h)           Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard 



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form of telecommunication. Notices to the
Company shall be directed to it at 400 Centre Street, Newton, Massachusetts
02458, Attention:  President; notices to
the Trustee shall be directed to it at One Federal Street, 3rd Floor, Boston,
Massachusetts 02110, Attention: Corporate Trust Department, Re: Hospitality
Properties Trust 6.70% Senior Notes due 2018, or as to either party, at such
other address as shall be designated by such party in a written notice to the
other party.


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


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


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


ARTICLE
3


ADDITIONAL
COVENANTS


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


(a)           Limitations on Incurrence of Debt.


(i)            The
Company will not, and will not permit any Subsidiary to, incur any Debt if,
immediately after giving effect to the incurrence of such additional Debt and
the application of the proceeds thereof, the aggregate principal amount of all
outstanding Debt of the Company and its Subsidiaries on a consolidated basis
determined in accordance with GAAP is greater than 60% of the sum (“Adjusted Total Assets”) of (without
duplication) (A) the Total Assets of the Company and its Subsidiaries as of the
end of the calendar quarter covered in the Company’s Annual Report on Form
10-K, or the Quarterly Report on Form 10-Q, as the case may be, most recently
filed with the Securities and Exchange Commission (or, if such filing is not
permitted under the 



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Securities Exchange Act of 1934, as amended, with the Trustee) prior to
the incurrence of such additional Debt and (B) the purchase price of any real
estate assets or mortgages receivable acquired, and the amount of any
securities offering proceeds received (to the extent that such proceeds were
not used to acquire real estate assets or mortgages receivable or used to
reduce Debt), by the Company or any Subsidiary since the end of such calendar
quarter, including those proceeds obtained in connection with the incurrence of
such additional Debt.


(ii)           In addition to the
foregoing limitation on the incurrence of Debt, the Company will not, and will
not permit any Subsidiary to, incur any Secured Debt if, immediately after
giving effect to the incurrence of such additional Secured Debt and the
application of the proceeds thereof, the aggregate principal amount of all
outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis
is greater than 40% of Adjusted Total Assets.


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


(b)           Maintenance of Total Unencumbered Assets.  The Company and its Subsidiaries will
maintain at all times Total Unencumbered Assets of not less than 150% of the 



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aggregate outstanding principal amount of the
Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.


ARTICLE
4


OTHER
PROVISIONS


Section 4.1             Additional Event of Default.  For purposes of this Supplemental Indenture
and the Notes, in addition to the Events of Default set forth in
Section 501 of the Indenture, it shall also constitute an “Event of
Default” if a default under any bond, debenture, note or other evidence of
indebtedness of the Company (including a default with respect to any other
series of securities), or under any mortgage, indenture or other instrument of
the Company under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company (or by any
Subsidiary, the repayment of which the Company has guaranteed or for which the
Company is directly responsible or liable as obligor or guarantor) having an
aggregate principal amount outstanding of at least $20,000,000, whether such
indebtedness now exists or shall hereafter be incurred or created, which
default shall have resulted in such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise have become due and
payable, without such indebtedness having been discharged or such acceleration
having been rescinded or annulled within a period of ten days after there shall
have been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the outstanding Notes, a written notice specifying such default and
requiring the Company to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that such notice is a “Notice
of Default” hereunder.


Section 4.2             Make-Whole Amount Upon
Acceleration.  Notwithstanding any
provisions to the contrary in the Indenture, upon any acceleration of the Notes
under Section 502 of the Indenture, the amount immediately due and payable
in respect of the Notes shall equal the Outstanding principal amount thereof,
plus accrued and unpaid interest thereon, plus, if such acceleration occurs
prior to July 15, 2017, the Make-Whole Amount.


Section 4.3             Applicability
of Discharge, Defeasance and Covenant Defeasance Provisions.  The Discharge, Defeasance and Covenant
Defeasance provisions in Article Fourteen of the Indenture will apply to the
Notes.


ARTICLE
5


EFFECTIVENESS


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



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ARTICLE
6


MISCELLANEOUS


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


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


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


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


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


[Signature Page Follows]


 



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


	
  

  	
  HOSPITALITY PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION, as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


 


 


[Signature Page to
Supplemental Indenture No. 12]


 
















 


EXHIBIT A


[Face of Note]


[Include only for Global Notes]


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


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


6.70% Senior Note due 2018


No.                                                                                                                                                                     $_______________


HOSPITALITY PROPERTIES TRUST


promises to pay to _______________________________________ or registered
assigns, the principal sum of ______________________ ($_______) on January 15, 2018, subject to the
terms set forth on the reverse of this Note and the terms of the Indenture
referred to therein.


Interest Payment Dates:  Each
January 15 and July 15 (or if such day is not a Business Day, the
next succeeding Business Day), commencing January 15, 2008.



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


[CUSIP No: 
_____________]


[ISIN No: _______________]


	
  

  	
   

  	
  HOSPITALITY PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


CERTIFICATE
OF AUTHENTICATION


Dated:


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


U.S. BANK NATIONAL ASSOCIATION, as Trustee


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  



 



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[THE FOLLOWING CONSTITUTES THE REVERSE OF THE SECURITY]


HOSPITALITY PROPERTIES TRUST


6.70% Senior Note due 2018


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


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


The Company shall pay in cash
interest on the principal amount of this Note at the rate per annum of
6.70%.  The Company will pay interest
semi-annually in arrears on January 15 and July 15 of each year,
beginning on January 15, 2008, or if any such day is not a Business Day
(as defined in the Indenture), on the next succeeding Business Day (each an “Interest Payment Date”), to Holders of
record on the day falling 14 calendar days immediately preceding such Interest
Payment Date (whether or not a Business Day).


Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months.  Interest shall accrue from the most recent
date to which interest on the Notes has been paid or, if no interest has been
paid, from September 28, 2007.


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


3.             Indenture.  The Company issued the Notes under an
Indenture dated as of February 25, 1998 and Supplemental Indenture
No. 12 dated as of September 28, 2007 (collectively, the “Indenture”)
between the Company and the Trustee.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as in effect on
the date of the Indenture and Holders of the Notes are referred to the
Indenture and such Act for a statement of such terms.  The terms of the Indenture shall govern any
inconsistencies between the Indenture and the Notes.  The Notes are senior unsecured general
obligations of the Company initially issued in an aggregate principal amount of
$350,000,000.


4.             Optional
Redemption.  The Notes will be
subject to redemption at any time at the option of the Company, in whole or in
part, upon not less than 30 nor more than 60 days’ notice, at a redemption
price equal to the sum of (i) the principal amount of the Notes being redeemed,




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plus accrued and unpaid interest to but excluding the applicable
Redemption Date and (ii) the Make-Whole Amount, if any.


As used herein the term “Make-Whole Amount” means, in
connection with any optional redemption or accelerated payment of any Notes
prior to July 15, 2017, the excess, if any, of (i) the aggregate present value as of the date of such redemption or
accelerated payment of each dollar of principal being redeemed or paid and the
amount of interest (exclusive of interest accrued to the date of redemption or
accelerated payment) that would have been payable in respect of such dollar if
such redemption or accelerated payment had been made on July 15,
2017, determined by discounting, on a
semiannual basis, such principal and interest at the Reinvestment Rate (determined
on the third Business Day preceding the date such notice of redemption is given
or declaration of acceleration is made) from the respective dates on which such
principal and interest would have been payable if such redemption or
accelerated payment had been made on July 15, 2017, over (ii) the aggregate principal amount of the
Notes being redeemed or paid.  In the
case of any redemption or accelerated payment of notes on or after
July 15, 2017, the Make-Whole Amount means zero.  For purposes of the Indenture and the Notes,
references in the Indenture to the payment of the principal (and premium, if
any) and interest on the Notes shall be deemed to include the payment of the
Make-Whole Amount, if any, due upon redemption with respect to the Notes.  The Make-Whole Amount shall be calculated by
the Company and set forth in an Officer’s Certificate delivered to the Trustee,
and the Trustee shall be entitled to rely on said Officer’s Certificate.


As used herein the term “Reinvestment
Rate” means a rate per annum equal to the sum of 0.35% (thirty-five hundredths
of one percent) plus the yield on treasury securities at constant maturity
under the heading “Week Ending” published in the Statistical Release (as
defined herein) under the caption “Treasury Constant Maturities” for the
maturity (rounded to the nearest month) corresponding to the remaining life to
maturity (which, in the case of maturities corresponding to the principal and
interest due on the Notes at their maturity, shall be deemed to be July 15,
2017), as of the payment date of the
principal being redeemed or paid.  If no
maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month.  For purposes of calculating the Reinvestment
Rate, the most recent Statistical Release published prior to the date of
determination of the Make-Whole Amount shall be used.


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


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



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6.             Notice
of Redemption.  Notice of redemption
shall be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at its registered
address.  Notes may be redeemed in part
but only in whole multiples of $1,000, unless all of the Notes held by a Holder
are to be redeemed.  On and after the
Redemption Date, interest ceases to accrue on Notes or portions of them called
for redemption.


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


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


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


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


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


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


13.           No
Personal Liability.  THE DECLARATION
OF TRUST OF THE COMPANY, AMENDED AND RESTATED ON AUGUST 21, 1995, A COPY OF
WHICH, TOGETHER 



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


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


Hospitality Properties Trust

400 Centre Street

Newton, MA 02458

Telecopier No.:  (617) 964-8389

Attention: President


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



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ASSIGNMENT FORM


To assign this Note, fill in the form below:


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


Date:  _______________


 


	
  Signature Guaranteed

   

  	
   

  	
   

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

  	
   

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

  



 



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