0001104659-05-026805 Sample Contracts

FIRST AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • June 6th, 2005 • Hospitality Properties Trust • Real estate investment trusts

THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made as of May 31, 2005 by and between: (i) IHG MANAGEMENT (MARYLAND) LLC, a Maryland limited liability company (“IHG Maryland”), and INTERCONTINENTAL HOTELS GROUP (CANADA), INC., a corporation under the laws of Ontario, Canada (“IHG Canada”, and together with IHG Maryland, collectively, “Manager”), and (ii) HPT TRS IHG-2, INC., a Maryland corporation (“Owner”).

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4,500,000 Shares HOSPITALITY PROPERTIES TRUST (a Maryland real estate investment trust) Common Shares of Beneficial Interest par value $.01 per share UNDERWRITING AGREEMENT
Underwriting Agreement • June 6th, 2005 • Hospitality Properties Trust • Real estate investment trusts • New York

This letter shall terminate and be of no further force and effect unless the Underwriting Agreement has been entered into and dated not later than June 8, 2005.

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