HOSPITALITY PROPERTIES TRUST
8-K, 1998-02-25
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------



                                    FORM 8-K



                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




       Date of Report (Date of earliest event reported): February 24, 1998




                          HOSPITALITY PROPERTIES TRUST
               (Exact name of registrant as specified in charter)




      Maryland                    1-11527                     04-3262075
   (State or other            (Commission file              (IRS employer
   jurisdiction of                number)                identification no.)
   incorporation)


400 Centre Street, Newton, Massachusetts                      02158
(Address of principal executive offices)                    (Zip code)


Registrant's telephone number, including area code:  617-964-8389

                                                       

<PAGE>



Item 7.           Financial Statements, Pro Forma Financial Information
                  and Exhibits.

(c)      Exhibits.

         1.1      Form of  Underwriting  Agreement  between the Company and Legg
                  Mason Wood Walker, Incorporated.

         


                                       -2-

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                     HOSPITALITY PROPERTIES TRUST



                                     By:    /s/ Thomas M. O'Brien
                                              Thomas M. O'Brien, Treasurer and
                                              Chief Financial Officer

Date: February 24, 1998



                                       -3-

<PAGE>


                                LIST OF EXHIBITS

1.1      Form of Underwriting  Agreement between the Company and Legg Mason Wood
         Walker, Incorporated.





                                       -4-






                                                                     EXHIBIT 1.1

                                 288,288 Shares

                          Hospitality Properties Trust

                      Common Shares of Beneficial Interest

                             UNDERWRITING AGREEMENT



                                                     February 24, 1998


LEGG MASON WOOD WALKER, INCORPORATED
100 Light Street
Baltimore, Maryland  21202

Dear Sirs:

         Hospitality  Properties  Trust, a Maryland real estate investment trust
(the  "Company"),  proposes  to issue and sell  288,288 of its common  shares of
beneficial  interest,  par value $0.01 per share (the  "Shares"),  to Legg Mason
Wood Walker,  Incorporated (the "Underwriter").  The common shares of beneficial
interest,  par value  $0.01 per share,  of the Company to be  outstanding  after
giving effect to the sales  contemplated  hereby are hereinafter  referred to as
the  "Common  Shares".  All  references  herein to the  "Shares"  or the "Common
Shares" shall include the Rights (as defined in the Company's  Current Report on
Form 8-K,  including the exhibits thereto,  dated May 20, 1997 (filed on May 30,
1997)) attached thereto.  The Underwriter intends to deposit the Shares with the
trustee of the Legg Mason REIT Trust,  February  1998 Series  (the  "Trust"),  a
registered  unit investment  trust under the Investment  Company Act of 1940, as
amended,  to which Legg  Mason Wood  Walker,  Incorporated  acts as sponsor  and
depositor, in exchange for units in the Trust.

         The 124 hotels  described in the Prospectus  referred to below as being
currently owned by the Company as of the date hereof are  collectively  referred
to herein as the "Current  Hotels".  The 11 hotels  described in the  Prospectus
referred to below as being proposed to be acquired by the Company as of the date
hereof are  collectively  referred to herein as the "Additional  Hotels".  It is
understood that in connection with the proposed acquisition of the Additional



<PAGE>



Hotels, the Company has entered into purchase and sale agreements and agreements
to lease (the "Acquisition Agreements")  contemplating  consummation of a series
of related transactions (the "Acquisition  Transactions") generally described in
the  Prospectus   Supplement   referred  to  below  under  the  caption  "Recent
Developments",  pursuant to which the Company  shall (i) acquire the  Additional
Hotels,  (ii) lease the Additional Hotels to hotel operating  companies pursuant
to  operating  leases and (iii) to the extent  necessary  to finance the pending
acquisitions,  borrow funds under the $200 million  aggregate  principal  amount
credit facility that the Company currently  maintains with DLJ Mortgage Capital,
Inc. (as more fully described in the Prospectus, the "DLJMC Credit Facility") or
a successor credit facility.

         The Current Hotels and the Additional Hotels are collectively  referred
to herein as the  "Hotels".  The  Acquisition  Agreements  and the DLJMC  Credit
Facility  and any  amendments  required  thereto  are  hereinafter  collectively
referred to as the  "Transaction  Documents"  and each singly as a  "Transaction
Document".  Each Transaction  Document  constituting an agreement is hereinafter
referred to as a "Transaction Agreement".

           1.  Registration  Statement and Prospectus.  The Company has prepared
and filed with the  Securities and Exchange  Commission  (the  "Commission")  in
accordance  with the provisions of the  Securities Act of 1933, as amended,  and
the rules and regulations of the Commission thereunder  (collectively called the
"Act"), a registration  statement on Form S-3 (File No.  333-43573)  including a
preliminary prospectus relating to the registration of the Shares and such other
securities which may be offered from time to time by the Company,  in accordance
with  Rule 415  under the Act.  Such  registration  statement  (as  amended,  if
applicable)  was declared  effective by the Commission on January 15, 1998. Such
registration  statement (as amended as of the date hereof) on the one hand,  and
the  prospectus  constituting  a part  thereof  and  the  prospectus  supplement
relating  to the  offering  of the Shares  provided  to the  Underwriter  by the
Company  in the form  first used to  confirm  sales of Shares  (the  "Prospectus
Supplement"),  on the  other  hand,  including,  in  each  case,  all  documents
incorporated therein by reference pursuant to Item 12 of Form S-3 under the Act,
as  from  time to  time  amended  or  supplemented  pursuant  to the Act and the
Securities  Exchange Act of 1934, as amended,  and the rules and  regulations of
the Commission thereunder (collectively called the "Exchange Act"), are referred
to herein as the "Registration  Statement" and the  "Prospectus,"  respectively.
Any  registration  statement  (including any amendment or supplement  thereto or
information  which is deemed a part  thereof)  filed by the  Company  under Rule
462(b) of the Act (a "Rule 462(b) Registration Statement") shall be deemed to be
part of the  "Registration  Statement"  as  defined  herein  and any  prospectus
delivered in connection therewith (including any amendment or supplement thereto
or  information  which is deemed part  thereof)  included  in such  registration
statement shall be deemed to be part of the "Prospectus," as defined herein. All
references

                                       2
<PAGE>

in this Agreement to financial  statements  and schedules and other  information
which is "contained,"  "included,"  "described" or "stated" in the  Registration
Statement or the Prospectus (and all other similar  references)  shall be deemed
to mean and  include  all such  financial  statements  and  schedules  and other
information  which  is or is  deemed  to be  incorporated  by  reference  in the
Registration Statement or the Prospectus, as the case may be; and all references
in this Agreement to amendments or supplements to the Registration  Statement or
the Prospectus  shall be deemed to mean and include,  without  limitation,  even
though not specifically  stated, any document filed under the Exchange Act which
is or is deemed to be incorporated by reference in the Registration Statement or
the  Prospectus,  as the case may be.  Capitalized  terms used but not otherwise
defined herein shall have the meanings given to those terms in the Prospectus.

           2.   Agreements   to  Sell  and   Purchase.   On  the  basis  of  the
representations and warranties  contained in this Agreement,  and subject to its
terms and  conditions,  the Company agrees to issue and sell and the Underwriter
agrees to  purchase  from the  Company  at a price per  share of  $33.1266  (the
"Purchase Price") 288,288 Shares.

           3. Terms of Public  Offering.  The Company is advised by you that the
Underwriter  proposes to deposit  the Shares  with the  trustee of the Trust,  a
registered  unit investment  trust under the Investment  Company Act of 1940, as
amended,  to which Legg  Mason Wood  Walker,  Incorporated  acts as sponsor  and
depositor, in exchange for units in the Trust (the "Offering") as soon after the
execution and delivery hereof as in the judgment of the Underwriter is advisable
(and, if necessary, any post-effective amendment to the Registration Statement).

           4. Delivery and Payment.  Delivery to the  Underwriter of and payment
for the Shares shall be made at 10:00 A.M.,  New York City time, on February 27,
1998 (the "Closing Date"), at such place as the Underwriter shall designate. The
Closing  Date and the  location  of  delivery of and the form of payment for the
Shares may be varied by agreement between the Underwriter and the Company.

         Certificates  for the  Shares  shall be  registered  in such  names and
issued in such  denominations  as the  Underwriter  shall request in writing not
later than two full business days prior to the Closing Date.  Such  certificates
shall be made  available to the  Underwriter  for inspection not later than 9:30
A.M.,  New York  City  time,  on the  business  day prior to the  Closing  Date.
Certificates  in definitive form evidencing the Shares shall be delivered to the
Underwriter  on the Closing Date,  with any transfer  taxes thereon duly paid by
the Company, for the account of the Underwriter,  against payment to the Company
of the  Purchase  Price  therefor  by wire  transfer  of Federal or other  funds
immediately available in New York City.

                                       3
<PAGE>
           5.   Agreements  of  the  Company.   The  Company   agrees  with  the
Underwriter:

                  (a) In respect  of the  offering  of the  Shares  contemplated
         hereby, to (i) prepare a Prospectus Supplement setting forth the number
         of Shares covered thereby, the name of the Underwriter participating in
         the  offering  of the  Shares  and  the  number  of  Shares  which  the
         Underwriter  has agreed to purchase,  the price at which the Shares are
         to be  purchased  by the  Underwriter  from  the  Company,  the  public
         offering price, the selling concession and reallowance if any, and such
         other  information as the Underwriter and the Company deem  appropriate
         in connection with the offering of the Shares, (ii) file the Prospectus
         (as defined  herein to include such  Prospectus  Supplement)  in a form
         approved by the Underwriter pursuant to Rule 424 under the Act no later
         than the  Commission's  close of  business on the second  business  day
         following the date hereof and (iii) furnish copies of the Prospectus to
         the Underwriter and to such dealers as the Underwriter shall specify as
         soon as practicable after the date of this Agreement in such quantities
         as the Underwriter may reasonably request.

                  (b)  At  any  time  when  the  Prospectus  is  required  to be
         delivered under the Act or the Exchange Act in connection with sales of
         Shares,  to advise the  Underwriter  promptly  and, if requested by the
         Underwriter,   to  confirm   such  advice  in   writing,   of  (i)  the
         effectiveness of any amendment to the Registration Statement,  (ii) the
         transmittal to the Commission for filing of the Prospectus or any other
         supplement or amendment to the Prospectus required to be filed pursuant
         to the Act,  (iii) the  receipt  of any  comments  from the  Commission
         relating to the Registration Statement, the Prospectus, any preliminary
         prospectus supplement relating to the Shares, the Prospectus Supplement
         or any of the  transactions  contemplated by this  Agreement,  (iv) any
         request  by  the  Commission  for  post-effective   amendments  to  the
         Registration  Statement or amendments or  supplements to the Prospectus
         or for  additional  information,  (v) the issuance by the Commission of
         any  stop  order  suspending  the  effectiveness  of  the  Registration
         Statement  or of the  suspension  of  qualification  of the  Shares for
         offering  or  sale  in  any  jurisdiction,  or  the  initiation  of any
         proceeding  for such  purposes,  and (vi) the  happening  of any  event
         during the period  referred to in  paragraph  (e) below which makes any
         statement of a material fact made in the Registration  Statement or the
         Prospectus  untrue or which  requires the making of any additions to or
         changes in the  Registration  Statement or the  Prospectus  in order to
         make the statements therein not misleading. The Company will make every
         reasonable  effort to prevent the  issuance of any stop order and if at
         any time the  Commission  shall  issue any stop  order  suspending  the
         effectiveness  of the  Registration  Statement,  the Company  will make
         every  reasonable  effort to obtain the  withdrawal  or lifting of such
         order at the earliest possible time.

                                       4
<PAGE>

                  (c) To furnish to the Underwriter,  without charge, one signed
         copy of the  Registration  Statement as first filed with the Commission
         and of each  amendment to it,  including  all  exhibits  and  documents
         incorporated  therein by reference,  and to furnish to the  Underwriter
         such number of  conformed  copies of the  Registration  Statement as so
         filed and of each  amendment  to it,  without  exhibits  but  including
         documents  incorporated  therein by reference,  as the  Underwriter may
         reasonably  request.  If  applicable,  the  copies of the  Registration
         Statement and each amendment  thereto furnished to the Underwriter will
         be identical to the  electronically  transmitted  copies  thereof filed
         with the Commission  pursuant to EDGAR,  except to the extent permitted
         by Regulation S-T, as promulgated by the Commission.

                  (d)  At  any  time  when  the  Prospectus  is  required  to be
         delivered under the Act or the Exchange Act in connection with sales of
         Shares, not to file any amendment to the Registration  Statement or any
         Rule  462(b)  Registration  Statement  or  to  make  any  amendment  or
         supplement  to the  Prospectus  of  which  the  Underwriter  shall  not
         previously  have been advised or to which the  Underwriter  or Hunton &
         Williams  shall  reasonably  object;  and to prepare  and file with the
         Commission,  promptly upon the Underwriter's  reasonable  request,  any
         amendment to the Registration  Statement,  any Rule 462(b) Registration
         Statement or any amendment or supplement to the Prospectus which may be
         necessary or  advisable  in  connection  with the  distribution  of the
         Shares by the  Underwriter,  and to use its best  efforts  to cause the
         same to become promptly  effective.  If applicable,  the Prospectus and
         any amendments or supplements thereto furnished to the Underwriter will
         be identical to the  electronically  transmitted  copies  thereof filed
         with the Commission  pursuant to EDGAR,  except to the extent permitted
         by Regulation S-T, as promulgated by the Commission.

                  (e)  Prior to 10:00  A.M.,  New York City  time,  on the first
         business day after the date hereof and from time to time thereafter for
         such  period as in the  opinion of Hunton & Williams  a  prospectus  is
         required  by  law to be  delivered  in  connection  with  sales  by the
         Underwriter or a dealer,  to furnish to the  Underwriter  and dealer as
         many copies of the  Prospectus  (and of any  amendment or supplement to
         the Prospectus) and any documents  incorporated therein by reference as
         the Underwriter or such dealer may reasonably request.

                  (f) If,  during the period  specified  in  paragraph  (e), any
         event  shall  occur as a result of which,  in the  opinion  of Hunton &
         Williams, it becomes necessary to amend or supplement the Prospectus in
         order to make the statements therein, in the light of the circumstances
         existing

                                       5
<PAGE>
         when the Prospectus is delivered to a purchaser, not misleading,  or if
         it is necessary to amend or  supplement  the  Prospectus to comply with
         any  law,  forthwith  to  prepare  and  file  with  the  Commission  an
         appropriate  amendment  or  supplement  to the  Prospectus  so that the
         statements in the Prospectus,  as so amended or supplemented,  will not
         in  the  light  of  the  circumstances  when  it  is so  delivered,  be
         misleading,  or so that the Prospectus will comply with applicable law,
         and  to  furnish  to  the  Underwriter  and  to  such  dealers  as  the
         Underwriter  shall  specify,  such  number  of  copies  thereof  as the
         Underwriter or such dealers may reasonably request.

                  (g)  Prior  to  any  public  offering  of the  Shares,  (i) to
         cooperate  with the  Underwriter  and Hunton & Williams  (or such other
         local counsel as may be designated  by the  Underwriter)  in connection
         with the registration or qualification of the Shares for offer and sale
         by the Underwriter and by dealers under the state securities,  Blue Sky
         or  real  estate   syndication  laws  of  such   jurisdictions  as  the
         Underwriter may request,  (ii) to continue such qualification in effect
         so long as required for distribution of the Shares,  (iii) to file such
         consents to service of process or other  documents  as may be necessary
         in order to  effect  such  registration  or  qualification  and (iv) to
         cooperate with the Underwriter and Hunton & Williams in connection with
         the review of the  offering  of the Shares  contemplated  hereby by the
         National Association of Securities Dealers, Inc. ("NASD").

                  (h) To make generally available to the Company's  shareholders
         as soon as  reasonably  practicable  but not later than sixty (60) days
         after the close of the period  covered  thereby (or ninety (90) days in
         the event the close of such period is the close of the Company's fiscal
         year), an earnings  statement (in form complying with the provisions of
         Rule 158  under the Act)  covering  a period  of at least  twelve  (12)
         months after the effective date of the  Registration  Statement (but in
         no event  commencing later than ninety (90) days after such date) which
         shall  satisfy  the  provisions  of Section  11(a) of the Act,  and, if
         required by Rule 158 of the Act, to file such  statement  as an exhibit
         to the next periodic  report  required to be filed by the Company under
         the Exchange Act  covering the period when such  earnings  statement is
         released.

                  (i) During  the  period of five  years  after the date of this
         Agreement,  (i) to mail as soon as reasonably practicable after the end
         of each  fiscal  year to the  record  holders  of its  Common  Shares a
         financial  report of the  Company  and its  subsidiaries,  if any, on a
         consolidated   basis   (and  a   similar   financial   report   of  all
         unconsolidated  subsidiaries,  if any), all such  financial  reports to
         include a  consolidated  balance  sheet,  a  consolidated  statement of
         operations, a consolidated statement of cash

                                       6
<PAGE>
         flows and a consolidated  statement of  shareholders'  equity as of the
         end of and for such fiscal year,  together with comparable  information
         as of the end of and for the preceding  year,  certified by independent
         certified public  accountants,  and (ii) to make generally available as
         soon as practicable  after the end of each quarterly period (except for
         the last  quarterly  period of each  fiscal  year) to such  holders,  a
         consolidated balance sheet, a consolidated  statement of operations and
         a consolidated  statement of cash flows (and similar  financial reports
         of all  unconsolidated  subsidiaries,  if any) as of the end of and for
         such period,  and for the period from the beginning of such year to the
         close of such quarterly  period,  together with comparable  information
         for the corresponding periods of the preceding year.

                  (j) During the period referred to in paragraph (i), to furnish
         to the  Underwriter as soon as available a copy of each report or other
         publicly available  information of the Company mailed to the holders of
         Common  Shares or filed with the  Commission  and such  other  publicly
         available information  concerning the Company and its subsidiaries,  if
         any, as the Underwriter may reasonably request.

                  (k) During the period  when the  Prospectus  is required to be
         delivered under the Act or the Exchange Act in connection with sales of
         the Shares,  to file all documents  required to be filed by it with the
         Commission  pursuant to Section 13, 14 or 15 of the Exchange Act within
         the time periods required by the Exchange Act.

                  (l) To pay (i) all costs, expenses, fees and taxes incident to
         the preparation, printing, filing and distribution under the Act of the
         Registration  Statement  (including financial statements and exhibits),
         the  Prospectus,  all documents  incorporated  or to be incorporated by
         reference  therein,  and all amendments and  supplements to any of them
         prior to or during the period  specified  in  paragraph  (e),  (ii) all
         costs and expenses in connection  with the printing and delivery of the
         Prospectus and all amendments or supplements  thereto during the period
         specified in paragraph (e), (iii) all costs and expenses related to the
         transfer and delivery of the Shares to the  Underwriter,  including any
         transfer  or  other  taxes  payable  thereon,   (iv)  all  expenses  in
         connection  with the  registration or  qualification  of the Shares for
         offer  and  sale  under  the  securities,   Blue  Sky  or  real  estate
         syndication laws of the several states (including in each case the fees
         and  disbursements  of  counsel  for the  Company  or  counsel  for the
         Underwriter   relating  to  such   registration  or  qualification  and
         memoranda  relating  thereto),  (v) all filing fees paid to the NASD in
         connection  with the review and clearance of the offering of the Shares
         contemplated  hereby,  (vi) all costs and  expenses  incidental  to the
         listing of the Shares on the NYSE,  (vii) the cost of  furnishing  such
         copies of the

                                       7
<PAGE>
         Registration   Statement,   the   Prospectus  and  all  amendments  and
         supplements  thereto as may be requested for use in connection with the
         offering or sale of the Shares by the Underwriter or by dealers to whom
         Shares may be sold and (viii) the cost of the preparation, issuance and
         delivery of certificates representing the Shares, including the charges
         of any transfer agent or registrar.

                  (m) To use its best efforts to list the Shares on the NYSE and
         to maintain  the listing of the Common  Shares on the NYSE for a period
         of five years after the Closing Date hereunder.

                  (n) To use its best  efforts  to  qualify  for the year  ended
         December 31, 1998 and to continue to meet the  requirements  to qualify
         as a real estate  investment  trust ("REIT") under the Internal Revenue
         Code of 1986, as amended (the "Code").

                  (o) To  apply  the net  proceeds  of the  offering  of  Shares
         contemplated  hereby  substantially  in accordance with the description
         set forth under the caption "Use of Proceeds" in the Prospectus.

                  (p) To use its  best  efforts  to do and  perform  all  things
         required or necessary to be done and performed  under this Agreement by
         the Company  prior to the Closing Date,  and to satisfy all  conditions
         precedent to the delivery of the Shares.

           6.  Representations  and  Warranties.   The  Company  represents  and
warrants to the Underwriter that:

                  (a) The Company meets the  requirement for use of Form S-3 and
         the  Registration  Statement has been prepared by the Company under the
         provisions of the Act and has been filed with and declared effective by
         the Commission.

                  (b) The  Registration  Statement has become  effective  (other
         than any Rule 462(b) Registration  Statement to be filed by the Company
         after  the   effectiveness   of  this   Agreement);   any  Rule  462(b)
         Registration  Statement filed after the effectiveness of this Agreement
         will become  effective no later than 10:00 P.M., New York City time, on
         the  date  of  this  Agreement;   and  no  stop  order  suspending  the
         effectiveness  of  the  Registration  Statement  is in  effect,  and no
         proceedings  for such purpose are pending  before or  threatened by the
         Commission.

                  (c) (i) Each  document,  if any, filed or to be filed pursuant
         to the Exchange Act and  incorporated  by reference in the  Prospectus,
         complied or will comply when so filed in all material respects with the
         Exchange

                                       8
<PAGE>
         Act,  (ii) the  Registration  Statement  (other  than  any Rule  462(b)
         Registration   Statement   to  be  filed  by  the  Company   after  the
         effectiveness  of this  Agreement),  when it initially became effective
         and as of the date  hereof,  respectively,  did not  contain any untrue
         statement of a material  fact or omit to state a material fact required
         to be stated  therein or  necessary to make the  statement  therein not
         misleading,  (iii)  the  Registration  Statement  (other  than any Rule
         462(b)  Registration  Statement  to be filed by the  Company  after the
         effectiveness  of this  Agreement)  and the  Prospectus  comply and, as
         amended or  supplemented,  if  applicable,  will comply in all material
         respects  with the Act,  (iv) if the Company is required to file a Rule
         462(b)   Registration   Statement  after  the   effectiveness  of  this
         Agreement,  such Rule 462(b) Registration  Statement and any amendments
         thereto,  when they  become  effective  (A) will not contain any untrue
         statement of a material  fact or omit to state a material fact required
         to be stated  therein or necessary to make the  statements  therein not
         misleading  and (B) will comply in all material  respects  with the Act
         and (v) the  Prospectus  does not  contain  any untrue  statement  of a
         material  fact or omit to state a material  fact  necessary to make the
         statements  therein, in the light of the circumstances under which they
         were  made,  not  misleading,   except  that  the  representations  and
         warranties  set forth in this  paragraph (c) do not apply to statements
         or omissions in the Registration Statement or the Prospectus based upon
         information  relating to the  Underwriter  furnished  to the Company in
         writing by the Underwriter expressly for use therein.

                  (d)  The  Company  has  been  duly  organized  and is  validly
         existing as a real estate  investment  trust in good standing under the
         laws of the State of Maryland  and has the power and  authority  to own
         the  Current  Hotels  owned by it and to lease such  Current  Hotels to
         others and to conduct its business, all as described in the Prospectus,
         and  is  duly  qualified  and  in  good  standing  as a  foreign  trust
         authorized  to do business in each  jurisdiction  in which such Current
         Hotels  are  located  and  such   qualification  and  authorization  is
         required.

                  (e)  Each  of  the  Company's   subsidiaries   has  been  duly
         incorporated,  is validly  existing as a  corporation  or a real estate
         investment  trust,  as the case may be, in good standing under the laws
         of its jurisdiction of incorporation or formation,  as the case may be,
         and has the power and  authority to own the Current  Hotels owned by it
         and to lease such Current  Hotels to others and to conduct its business
         as it is currently being  conducted,  and each is duly qualified and is
         in good standing as a foreign  corporation or a real estate  investment
         trust,  as  the  case  may  be,  authorized  to  do  business  in  each
         jurisdiction  in which the nature of its  business or its  ownership or
         leasing of property requires such  qualification,  except to the extent
         the failure to be so qualified would not

                                       9
<PAGE>
         have a material  adverse  effect on the Company  and its  subsidiaries,
         taken as a whole. All of the outstanding shares of capital stock of, or
         other ownership  interests in, each of the Company's  subsidiaries have
         been  duly  authorized  and  validly  issued  and are  fully  paid  and
         non-assessable,  and, except for a pledge of shares of capital stock of
         certain of the  Subsidiaries  in favor of DLJMC to secure the Company's
         obligations under the DLJMC Credit Facility,  are owned by the Company,
         free and clear of any security interest,  claim,  lien,  encumbrance or
         adverse interest of any nature.

                  (f)  Except for 500  Common  Shares,  250 of which are held by
         John A.  Mannix and 250 of which are held by David M.  Lepore,  all the
         outstanding  Common Shares of the Company have been duly authorized and
         validly  issued and are fully paid,  non-assessable  and not subject to
         any  preemptive  or  similar  rights;  and the  Shares  have  been duly
         authorized  and, when issued and delivered to the  Underwriter  against
         payment therefor as provided by this Agreement, will be validly issued,
         fully paid and non-assessable, and the issuance of such Shares will not
         be subject to any  preemptive  or similar  rights.  The  Company has no
         outstanding  Preferred  Shares  of  Beneficial  Interest.  There are no
         outstanding   subscriptions,    rights,   warrants,   options,   calls,
         convertible  securities,  commitments  of sale or liens  related  to or
         entitling  any person to  purchase or  otherwise  to acquire any Common
         Shares  of, or other  ownership  interest  in,  the  Company  except as
         otherwise disclosed in the Registration Statement.

                  (g) The  authorized  capital  of the  Company,  including  the
         Common Shares,  conforms as to legal matters to the description thereof
         contained in the Prospectus (or the documents  incorporated  therein by
         reference).

                  (h)  The  Company  and  each  of  its  subsidiaries  is not in
         violation of its Declaration of Trust,  Certificate of Incorporation or
         Bylaws,  as the case may be, or in  default in the  performance  of any
         obligation,  agreement or condition  contained in any bond,  debenture,
         note or any other evidence of indebtedness  or in any other  agreement,
         indenture or instrument  material to the conduct of the business of the
         Company and its subsidiaries, taken as a whole, to which the Company or
         any of its  subsidiaries  is a party or by  which  any of them or their
         respective property is bound.

          (i) This Agreement has been duly authorized, executed and delivered by
         the  Company  and  constitutes  a valid and  binding  agreement  of the
         Company, enforceable against it in accordance with its terms, except as
         the enforceability thereof may be limited by applicable

                                       10
<PAGE>
         bankruptcy,   insolvency,   reorganization,    fraudulent   conveyance,
         moratorium  and other laws affecting the  enforceability  of creditor's
         rights and general principles of equity.

                  (j) The execution by the Company or any of its subsidiaries of
         each  Transaction  Document to which it is a party and the  delivery by
         the Company or any of its  subsidiaries  of, and the performance by the
         Company  or any of its  subsidiaries  of its  obligations  under,  each
         Transaction  Document  to which it is a party,  as the case may be, and
         the  consummation of the transactions  contemplated  hereby and thereby
         will  not  contravene  any  provision  of  applicable  law or  (i)  the
         Declaration  of Trust,  Certificate of  Incorporation  or Bylaws of the
         Company  or  any of its  subsidiaries,  (ii)  any  agreement  or  other
         instrument  binding upon the Company or any of its subsidiaries that is
         material  to the  Company and its  subsidiaries,  taken as a whole,  or
         (iii) any judgment, order or decree of any governmental body, agency or
         court having  jurisdiction over the Company or any of its subsidiaries,
         except such as would not have a material  adverse effect on the Company
         and its subsidiaries, taken as a whole.

                  (k) No  consent,  approval,  authorization  or  order  of,  or
         qualification  with,  any  governmental  body or agency and no consent,
         approval or  authorization  of any person other than the Company or any
         of  its  subsidiaries  is  required  for  the  execution,  delivery  or
         performance  by  the  Company  or  any  of  its   subsidiaries  of  its
         obligations  under each Transaction  Document to which it is a party or
         the consummation of the transactions  contemplated  hereby and thereby,
         except such as may be required  and will be obtained on or prior to the
         Closing Date and such as may be required by the  securities or Blue Sky
         laws  or  real  estate  syndication  laws  of  the  various  states  in
         connection  with the offer and sale of the Shares  and,  in the case of
         the  performance  thereof,  except as are  contemplated  by the express
         terms of such Transaction  Document to occur after the Closing Date and
         except (x) such as are otherwise  described in the  Prospectus  and (y)
         such that the  failure  to obtain  would  not have a  material  adverse
         effect on the Company and its subsidiaries, taken as a whole.

                  (l) There has not occurred any material adverse change, or any
         development  involving a prospective  material  adverse change,  in the
         condition,  financial  or  otherwise,  or in the  earnings,  affairs or
         business  prospects  of the  Company and its  subsidiaries,  taken as a
         whole, from that set forth in the Prospectus.

                  (m) There are no legal or governmental proceedings pending or,
         to the knowledge of the Company after due inquiry, threatened to which

                                       11
<PAGE>
         the  Company or any of its  subsidiaries  is a party or to which any of
         the  Hotels  is  subject  that  are  required  to be  described  in the
         Registration  Statement or the  Prospectus  and are not so described or
         any  statutes,  regulations,  contracts  or  other  documents  that are
         required  to  be  described  in  the  Registration   Statement  or  the
         Prospectus  or to be filed as  exhibits to the  Registration  Statement
         that are not described or filed as required.

                  (n) The Company and each of its  subsidiaries  has,  and as of
         the Closing Date will have,  all  necessary  consents,  authorizations,
         approvals,  orders, certificates,  licenses,  franchises and permits of
         and from,  and has made, or as of the Closing Date will have made,  all
         declarations  and  filings  with all  federal,  state,  local and other
         governmental  authorities,  all  self-regulatory  organizations and all
         courts and other tribunals having  jurisdiction over the Company or its
         properties, necessary to own, lease, license and use its properties and
         assets,  and to conduct  its  business in the manner  described  in the
         Prospectus,  except to the  extent  that the  failure to obtain or file
         would  not  have a  material  adverse  effect  on the  Company  and its
         subsidiaries, taken as a whole.

                  (o) To the best  knowledge of the Company,  each lessee of the
         Current  Hotels has, and as of the Closing Date will have, all permits,
         licenses,  approvals,  certificates,  franchises and  authorizations of
         governmental  or  regulatory   authorities   ("Approvals")  as  may  be
         necessary to lease,  operate or manage the Current Hotels in the manner
         described  in or  contemplated  by the  Prospectus,  except  for  those
         Approvals the absence of which would not have a material adverse effect
         on the Company and its subsidiaries, taken as a whole.

                  (p)  The   Company   has   received   and   reviewed   certain
         environmental  reports on each Current Hotel's  property,  has obtained
         certain   representations  and  warranties  relating  to  environmental
         matters  from the sellers of the  Current  Hotels set forth in purchase
         agreements  therefor and has  conducted  physical  inspections  of each
         Current Hotel's  property.  Except as described in the Prospectus,  (i)
         the Company, and, to its knowledge,  each Current Hotel's property, is,
         and as of the Closing Date will be, in compliance  with all  applicable
         federal,   state  and  local  laws  and  regulations  relating  to  the
         protection of human health and safety, the environment, hazardous toxic
         substances  and wastes,  pollutants  and  contaminants  ("Environmental
         Laws"),  (ii) the  Company,  or, to its  knowledge,  its  lessees  have
         received, or as of the Closing Date will receive, all permits, licenses
         or other  approvals  required under  applicable  Environmental  Laws to
         conduct the respective  hotel  businesses  presently  conducted at each
         Current  Hotel's  property and (iii) the Company or, to its  knowledge,
         its lessees are, or as of the Closing Date will be, in compliance  with
         all terms and conditions of any such permit, license or approval,

                                       12
<PAGE>
         except,  in respect  of  clauses  (i),  (ii) and  (iii),  as  otherwise
         disclosed  in  the  Prospectus  or as  would  not,  singly  or  in  the
         aggregate,  have a  material  adverse  effect  on the  Company  and its
         subsidiaries, taken as a whole.

                  (q) To the best knowledge of the Company,  except as described
         in the  Prospectus,  there are no costs or liabilities  associated with
         Environmental  Laws  (including,  without  limitation,  any  capital or
         operating expenditures required for clean-up, remediation or closure of
         properties  or  compliance  with  Environmental  Laws and any potential
         liabilities to third parties) that, as of the date hereof, would, or as
         of the Closing Date will,  singly or in the aggregate,  have a material
         adverse effect on the Company and its subsidiaries, taken as a whole.

                  (r) The Company has received and reviewed  engineering reports
         on each Current Hotel's property, has obtained certain  representations
         and  warranties  from the  sellers of the  Current  Hotels set forth in
         purchase agreements therefor and has conducted physical  inspections of
         each Current Hotel's  property.  In respect of each Current Hotel,  (i)
         each Current Hotel is not in violation of any applicable building code,
         zoning  ordinance  or  other  law  or  regulation,  except  where  such
         violation of any applicable  building code,  zoning  ordinance or other
         law  or  regulation  would  not,  singly  or in the  aggregate,  have a
         material adverse effect on the Company and its subsidiaries, taken as a
         whole;  (ii)  the  Company  has not  received  notice  of any  proposed
         material special assessment or any proposed change in any property tax,
         zoning or land use laws or  availability of water affecting any Current
         Hotel that would have,  singly or in the aggregate,  a material adverse
         effect on the Company  and its  subsidiaries,  taken as a whole;  (iii)
         except  as  disclosed  in the  Prospectus,  there  does not  exist  any
         material  violation of any  declaration  of covenants,  conditions  and
         restrictions  with respect to any Current Hotel that would have, singly
         or in the aggregate,  a material  adverse effect on the Company and its
         subsidiaries,  taken as a whole, or any state of facts or circumstances
         or condition or event which could, with the giving of notice or passage
         of  time,  or  both,   constitute  such  a  violation;   and  (iv)  the
         improvements   comprising  any  portion  of  each  Current  Hotel  (the
         "Improvements") are free of any and all material physical,  mechanical,
         structural,  design and construction defects that would have, singly or
         in the  aggregate,  a material  adverse  effect on the  Company and its
         subsidiaries,  taken  as a whole  and the  mechanical,  electrical  and
         utility  systems   servicing  the  Improvements   (including,   without
         limitation, all water, electric, sewer, plumbing, heating, ventilation,
         gas and air  conditioning)  are in good  condition  and proper  working
         order  and are  free of  defects  that  would  have,  singly  or in the
         aggregate,   a  material   adverse   effect  on  the  Company  and  its
         subsidiaries, taken as a whole.

                                       13
<PAGE>
                  (s) Subsequent to the respective  dates as of which  financial
         information is given in the Registration  Statement and the Prospectus,
         (i) the Company and each subsidiary of the Company has not incurred any
         material  liability or obligation,  direct or  contingent,  nor entered
         into any material  transaction  not in the ordinary course of business;
         (ii)  the  Company  has not  purchased  any of its  outstanding  Common
         Shares,  nor has it declared,  paid or  otherwise  made any dividend or
         distribution of any kind on its Common Shares;  and (iii) there has not
         been any material  change in the capital,  short-term debt or long-term
         debt of the Company,  except,  in respect of clauses (i), (ii) or (iii)
         above, as described in or contemplated by the Prospectus.

                  (t) (i) As of the  Closing  Date,  the Company and each of its
         subsidiaries  will have good and marketable  title in fee simple to all
         real property (or good and marketable  leasehold interests with respect
         to the real property ground leased by the Company or its  subsidiaries)
         and good and  marketable  title to all personal  property then owned by
         them,  in each  case  free and  clear of all  liens,  encumbrances  and
         defects, except (w) liens or other security interests arising under the
         DLJMC Credit Facility or the first mortgages on hotels owned by certain
         subsidiaries  of the  Company  pursuant to the  $125,000,000  aggregate
         principal amount of Hospitality  Properties  Mortgage Acceptance Corp.,
         Series 1996-C1,  Notes due December 1, 2001 (the "Mortgage Notes"), (x)
         leases  providing for the lease by the Company of the Current Hotels to
         various tenants as described in the  Prospectus,  (y) such as would not
         have a material  adverse  effect on the Company  and its  subsidiaries,
         taken as a whole or (z) in the case of  personal  property  located  at
         certain  Hotels,  such as are  subject  to  equipment  lease  financing
         arrangements  which have been entered  into in the  ordinary  course of
         business and have an aggregate  outstanding balance not in excess of $1
         million;  and (ii) real property held under ground lease by the Company
         or any  subsidiary  is, and as of the Closing  Date will be, held by it
         under  valid,  subsisting  and  enforceable  ground  leases  with  such
         exceptions as would not have a material  adverse  effect on the Company
         and its subsidiaries, taken as a whole.

                  (u) The  Company and its  Current  Hotels  are,  and as of the
         Closing Date will be, insured in the manner described in the Prospectus
         by insurers of recognized financial  responsibility against such losses
         and risks and in such  amounts as are  customary in the  businesses  in
         which the Company is engaged and proposes to engage and the Company has
         no reason to believe  that it will not be able to renew such  insurance
         coverage  as and  when  such  coverage  expires  or to  obtain  similar
         coverage as may be necessary  to continue its business at  economically
         viable rates.

                                       14
<PAGE>
                  (v) The assets of the Company do not constitute, and as of the
         Closing  Date will not  constitute,  "plan  assets"  under the Employee
         Retirement Income Security Act of 1974, as amended.

                  (w) The  Company  is,  and as of the  Closing  Date  will  be,
         organized  to  operate  in a manner so as to  qualify  as a REIT  under
         Sections 856 through 860 of the Code,  and the Company will elect to be
         taxed as a REIT under the Code  effective for the year ending  December
         31, 1998.

                  (x)  Except  as  provided  by  this  Agreement,  there  are no
         contracts,  agreements  or  understandings  between the Company and any
         person that would give rise to a valid claim against the Company or the
         Underwriter  for a  brokerage  commission,  finders  fee or other  like
         payment  with  respect  to  the   consummation   of  the   transactions
         contemplated by this Agreement.

                  (y)  The  financial  statements  of the  Company  and,  to the
         Company's   knowledge,   the  financial  statements  and  schedules  of
         portfolios  of  certain  Hotels and  lessees  (consisting  of  separate
         financial  statements  for HMH HPT  Courtyard,  Inc., HMH HPT Residence
         Inn,  Inc.,  Limited  Service I Hotels,  Limited  Service II Hotels and
         Renthotel Utah, L.C.),  included in the Registration  Statement and the
         Prospectus fairly present the financial position of the Company and the
         applicable  Hotels or lessees (as set forth in such separate  financial
         statements),  respectively, and their results of operations and changes
         in  financial  condition,  respectively,  as of the dates  and  periods
         therein specified. Such financial statements of the Company and, to the
         Company's  knowledge,  such financial  statements and schedules of such
         Hotels and lessees,  have been  prepared in accordance  with  generally
         accepted  accounting  principles  consistently  applied  throughout the
         periods  involved  (except as otherwise  noted  therein).  The selected
         financial  and other data set forth  under the caption  "Unaudited  Pro
         Forma  Financial  Statements  and Other Data" in the Company's  Current
         Reports  on Form  8-K (the  "Form  8-K")  dated  December  9,  1997 and
         February 13, 1998 fairly present,  on the basis stated in the Form 8-K,
         the  information  included  therein.  The unaudited pro forma financial
         statements  included in the  Registration  Statement and the Prospectus
         comply  in  all  material  respects  with  the  applicable   accounting
         requirements  of  Rule  11-02  of  Regulation  S-X  promulgated  by the
         Commission and the pro forma  adjustments have been properly applied to
         the historical amounts in the compilation of that data.

                  (z) The Company and/or its  subsidiaries,  as applicable,  has
                  obtained an ALTA  Extended  Coverage  Owner's  Policy of Title
         Insurance or its local  equivalent  (or an  irrevocable  commitment  to
         issue such a policy) on all of the Current  Hotels owned by the Company
         or its  subsidiaries  and such  title  insurance  is in full  force and
         effect.

                                       15
<PAGE>
                  (aa)  On  the  Closing   Date,   the  Company   will  have  no
         indebtedness  for money borrowed  except (i) the Mortgage  Notes.  (ii)
         borrowings under the DLJMC Credit Facility, if any, and (iii) equipment
         financing  arrangements  in respect  of  personal  property  located at
         certain  Hotels which have been entered into in the ordinary  course of
         business and have an aggregate  outstanding balance not in excess of $1
         million.

                  (bb) The Company has submitted to the NYSE an  application  to
         approve the Shares for listing on the NYSE,  subject to official notice
         of issuance.

                  (cc) Arthur  Andersen LLP and Reznick  Fedder & Silverman  are
         each  independent  public  accountants  with  respect to the Company as
         required by the Act.

                  (dd) The Company is not an  "investment  company" or a company
         "controlled"  by an  "investment  company"  within  the  meaning of the
         Investment Company Act of 1940, as amended.

                  (ee) No holder of any security of the Company has any right to
         require  registration  of Common  Shares or any other  security  of the
         Company.

                  (ff)  Except  as  disclosed  in the  Prospectus,  there are no
         business  relationships  or related party  transactions  required to be
         disclosed  therein by Item 404 of  Regulation  S-K  promulgated  by the
         Commission.

                  (gg) The Acquisition  Agreements pursuant to which the Company
         expects to acquire the  Additional  Hotels  (including  any  Additional
         Hotels  which the Company may  determine  to acquire  after the Closing
         Date) are in full force and effect.  The Company intends and reasonably
         expects  to  consummate  the  acquisition  and lease of all  Additional
         Hotels  not  owned  or  acquired  by it  as  of  the  Closing  Date  as
         expeditiously as possible after the Closing Date, including as and when
         the construction of certain of such properties is completed.

           7.  Indemnification.  (a) The Company  agrees to  indemnify  and hold
harmless the Underwriter  and each person,  if any, who controls the Underwriter
within the meaning of Section 15 of the Act or Section 20 of the  Exchange  Act,
from and against any and all losses, claims, damages,  liabilities and judgments
caused by any untrue  statement or alleged  untrue  statement of a material fact
contained  in the  Registration  Statement  or the  Prospectus  (as  amended  or
supplemented  if the Company shall have  furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission or

                                       16
<PAGE>
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements  therein not  misleading,  except insofar as
such losses,  claims,  damages,  liabilities or judgments are caused by any such
untrue  statement or omission or alleged untrue statement or omission based upon
information  relating to the Underwriter  furnished in writing to the Company by
or on behalf of the  Underwriter  expressly  for use therein;  provided that the
foregoing  indemnity with respect to any preliminary  prospectus shall not inure
to the benefit of the Underwriter  (or to the benefit of any person  controlling
the  Underwriter)  from  whom the  person  asserting  any such  losses,  claims,
damages,  liabilities or judgments purchased the Shares if such untrue statement
or omission or alleged  untrue  statement or omission  made in such  preliminary
prospectus  is  eliminated  or  remedied  in the  Prospectus  and a copy  of the
Prospectus  shall  not have  been  furnished  to such  person at or prior to the
written confirmation of the sale of such Shares to such person.

          (b) In case any action shall be brought against the Underwriter or any
person controlling the Underwriter,  based upon any preliminary prospectus,  the
Registration  Statement or the Prospectus or any amendment or supplement thereto
and with  respect to which  indemnity  may be sought  against the  Company,  the
Underwriter  shall promptly  notify the Company in writing and the Company shall
assume the defense  thereof,  including  the  employment  of counsel  reasonably
satisfactory to such indemnified party and payment of all fees and expenses. The
Underwriter  or any such  controlling  person  shall  have the  right to  employ
separate counsel in any such action and participate in the defense thereof,  but
the fees and expenses of such counsel shall be at the expense of the Underwriter
or such controlling  person unless (i) the employment of such counsel shall have
been specifically  authorized in writing by the Company,  (ii) the Company shall
have failed to assume the defense and employ  counsel or (iii) the named parties
to  any  such  action  (including  any  impleaded   parties)  include  both  the
Underwriter or such  controlling  person and the Company and the  Underwriter or
such  controlling  person shall have been advised by such counsel that there may
be one or more  legal  defenses  available  to it which  are  different  from or
additional  to those  available to the Company (in which case the Company  shall
not have the  right to  assume  the  defense  of such  action  on  behalf of the
Underwriter or such controlling person, it being understood,  however,  that the
Company  shall not,  in  connection  with any one such  action or  separate  but
substantially similar or related actions in the same jurisdiction arising out of
the same  general  allegations  or  circumstances,  be  liable  for the fees and
expenses of more than one separate  firm of attorneys  (in addition to any local
counsel) for the Underwriter and all such controlling persons,  which firm shall
be designated in writing by the  Underwriter and that all such fees and expenses
shall be reimbursed as they are  incurred).  The Company shall not be liable for
any settlement of any such action  effected  without its written  consent but if
settled with the written consent of the Company, the Company agrees to indemnify
and hold  harmless  the  Underwriter  and any such  controlling  person from and
against any loss or liability by reason of

                                       17
<PAGE>
such settlement.  Notwithstanding the immediately  preceding sentence, if in any
case  where  the  fees  and  expenses  of  counsel  are  at the  expense  of the
indemnifying   party  and  an   indemnified   party  shall  have  requested  the
indemnifying party to reimburse the indemnified party for such fees and expenses
of counsel as incurred,  such indemnifying  party agrees that it shall be liable
for any  settlement of any action  effected  without its written  consent if (i)
such settlement is entered into more than ten business days after the receipt by
such  indemnifying  party of the  aforesaid  request and (ii) such  indemnifying
party shall have failed to reimburse the  indemnified  party in accordance  with
such  request  for  reimbursement  prior  to the  date  of such  settlement.  No
indemnifying  party shall,  without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened  proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought  hereunder by such  indemnified  party,  unless such settlement
includes an unconditional  release of such indemnified  party from all liability
on claims that are the subject matter of such proceeding.

          (c) The Underwriter  agrees to indemnify and hold harmless the Company
and its trustees or officers who sign the Registration  Statement (or any person
named in the Registration  Statement as having agreed to become a trustee of the
Company) and any person controlling the Company within the meaning of Section 15
of the  Act or  Section  20 of the  Exchange  Act,  to the  same  extent  as the
foregoing  indemnity from the Company to the Underwriter but only with reference
to information relating to the Underwriter  furnished in writing by or on behalf
of  the  Underwriter  expressly  for  use  in the  Registration  Statement,  the
Prospectus or any  preliminary  prospectus.  In case any action shall be brought
against the Company,  its trustees (or a named proposed  trustee) or officers or
persons  controlling  the  Company  based  on the  Registration  Statement,  the
Prospectus or any  preliminary  prospectus and in respect of which indemnity may
be sought against the  Underwriter,  the  Underwriter  shall have the rights and
duties given to the Company  (except that if the Company  shall have assumed the
defense thereof,  the Underwriter shall not be required to do so, but may employ
separate counsel therein and participate in the defense thereof but the fees and
expenses of such counsel  shall be at the expense of the  Underwriter),  and the
Company,  its  trustees  (or a named  proposed  trustee) or officers and persons
controlling  the  Company  shall  have  the  rights  and  duties  given  to  the
Underwriter, by Section 7(b) hereof.

          (d)  If  the  indemnification  provided  for  in  this  Section  7  is
unavailable to an indemnified party in respect of any losses,  claims,  damages,
liabilities or judgments referred to therein,  then each indemnifying  party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or  payable  by such  indemnified  party as a  result  of such  losses,  claims,
damages,  liabilities  and judgments (i) in such proportion as is appropriate to
reflect the  relative  benefits  received by the Company on the one hand and the
Underwriter

                                       18
<PAGE>
on the other  hand from the  offering  of the  Shares or (ii) if the  allocation
provided  by clause  (i)  above is not  permitted  by  applicable  law,  in such
proportion as is appropriate to reflect not only the relative  benefits referred
to in clause  (i)  above  but also the  relative  fault of the  Company  and the
Underwriter  in connection  with the  statements or omissions  which resulted in
such losses,  claims,  damages,  liabilities or judgments,  as well as any other
relevant equitable considerations. The relative benefits received by the Company
and the  Underwriter  shall be deemed to be in the same  proportion as the total
net  proceeds  from the offering  (before  deducting  expenses)  received by the
Company,  and the total underwriting  discounts and commissions  received by the
Underwriter,  bear to the total price to the public of the Shares,  in each case
as set forth in the  table on the cover  page of the  Prospectus.  The  relative
fault of the Company and the  Underwriter  shall be  determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information supplied by
the Company or the  Underwriter  and the parties'  relative  intent,  knowledge,
access to  information  and  opportunity to correct or prevent such statement or
omission.

         The  Company  and the  Underwriter  agree that it would not be just and
equitable if  contribution  pursuant to this Section 7(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of  the  equitable  considerations  referred  to in  the  immediately  preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or judgments referred to in the immediately
preceding  paragraph shall be deemed to include,  subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection  with  investigating  or defending any such action or claim.
Notwithstanding  the provisions of this Section 7, the Underwriter  shall not be
required  to  contribute  any  amount in excess of the amount by which the total
price at which the Shares  underwritten by it and distributed to the public were
offered to the public  exceeds the amount of any damages  which the  Underwriter
has otherwise  been  required to pay by reason of such untrue or alleged  untrue
statement  or  omission  or alleged  omission.  No person  guilty of  fraudulent
misrepresentation  (within  the  meaning of  Section  11(f) of the Act) shall be
entitled to  contribution  from any person who was not guilty of such fraudulent
misrepresentation.

           8.  Conditions of  Underwriter's  Obligations.  The obligation of the
Underwriter  to  purchase  the  Shares  under this  Agreement  is subject to the
satisfaction of each of the following conditions:

                  (a)  All the  representations  and  warranties  set  forth  in
         Section 6 of this  Agreement  shall be true and  correct on the Closing
         Date with the same force and effect as if made on and as of the Closing
         Date.

                                       19
<PAGE>
                  (b)  At  the  Closing  Date  no  stop  order   suspending  the
         effectiveness of the Registration  Statement shall have been issued and
         no  proceedings  for that purpose shall have been commenced or shall be
         pending before or contemplated  by the  Commission;  and the Prospectus
         and any amendment or supplement  thereto shall have been filed with the
         Commission  in the manner and within the time  period  required by Rule
         424(b) under the Act.

                  (c) (i) Since the date of the latest balance sheet included or
         incorporated  by  reference  in  the  Registration  Statement  and  the
         Prospectus,  there shall not have been any material adverse change,  or
         any development involving a prospective material adverse change, in the
         condition,  financial  or  otherwise,  or in the  earnings,  affairs or
         business  prospects,  whether or not arising in the ordinary  course of
         business,  of the  Company;  (ii) since the date of the latest  balance
         sheet  included  or  incorporated  by  reference  in  the  Registration
         Statement  and  the   Prospectus   (exclusive  of  any   amendments  or
         supplements  thereto  subsequent to the date of this Agreement),  there
         shall  not  have  been  any  change,  or any  development  involving  a
         prospective material adverse change, in the capital or in the long-term
         debt of the Company from that set forth in the  Registration  Statement
         and Prospectus (other than in connection with Acquisition  Transactions
         described in and  contemplated  by the  Registration  Statement and the
         Prospectus);  (iii) the  Company  and its  subsidiaries  shall  have no
         liability or obligation, direct or contingent, which is material to the
         Company  and its  subsidiaries,  taken as a  whole,  other  than  those
         reflected in the Registration  Statement and the Prospectus  (exclusive
         of any amendments or supplements thereto subsequent to the date of this
         Agreement); (iv) since the date of the latest balance sheet included or
         incorporated  by  reference  in  the  Registration  Statement  and  the
         Prospectus,  none of the Hotels  owned by the Company as of the Closing
         Date shall have  sustained  any material  loss or casualty due to fire,
         flood,  earthquake,  hurricane,  tornado,  accident or other  calamity,
         whether or not covered by insurance, or from any labor dispute or court
         or governmental action, order or decree; (v) all Acquisition Agreements
         relating to Additional Hotels which have been executed and delivered by
         the  Company on or before the  Closing  Date shall be in full force and
         effect as of such date and the Company shall not be aware of any event,
         development or circumstance which it reasonably expects will materially
         delay or prevent its acquisition of the Additional Hotels in the manner
         contemplated  in the  Prospectus;  and  (vi) on the  Closing  Date  the
         Underwriter  shall have received a certificate  dated the Closing Date,
         signed by the  President  and Chief  Financial  Officer of the Company,
         confirming the matters set forth in paragraphs (a), (b) and (c) of this
         Section 8 and that the Company has complied with all of the  agreements
         and satisfied all of the conditions herein contained and required to be

                                       20
<PAGE>
         complied  with or  satisfied  by the Company on or prior to the Closing
         Date.

                  (d) The Underwriter shall have received on the Closing Date an
         opinion  (satisfactory to you and counsel for the  Underwriter),  dated
         the Closing Date, of Sullivan & Worcester LLP, counsel for the Company,
         to the effect that:

                           (i) the  Company is a real  estate  investment  trust
                  duly  formed and validly  existing  under and by virtue of the
                  laws of the State of Maryland and is in good standing with the
                  State Department of Assessments and Taxation of Maryland, with
                  trust power to acquire  and own the Hotels  owned by it and to
                  lease such  Hotels to others and to conduct its  business,  in
                  all material respects as described in the Prospectus;

                           (ii) each of the Company's subsidiaries has been duly
                  organized  or  formed  and  is  validly   existing  (x)  as  a
                  corporation  in good  standing  under the laws of the State of
                  Delaware  or (y) as a real  estate  investment  trust  in good
                  standing  under  and by  virtue  of the  laws of the  State of
                  Maryland,  as the case may be, and has the corporate power and
                  authority  or trust  power,  as the  case  may be,  to own the
                  Hotels  owned by it and to lease such  Hotels to others and to
                  conduct its business, in all material respects as described in
                  the Prospectus;

                           (iii) all of the outstanding  shares of capital stock
                  of each of the  Company's  subsidiaries  have  been  duly  and
                  validly   authorized   and  issued  and  are  fully  paid  and
                  non-assessable, except for a pledge of shares of capital stock
                  of certain of the Subsidiaries in favor of DLJMC to secure the
                  Company's  obligations  under the DLJMC Credit  Facility,  are
                  owned by the Company, free and clear of any security interest,
                  claim, lien, encumbrance or adverse interest of any nature;

                           (iv) all the outstanding Common Shares have been duly
                  authorized   and   validly   issued   and  are   fully   paid,
                  non-assessable  and not subject to any  preemptive  or similar
                  rights,  except that no opinion is  expressed  with respect to
                  500 Common Shares, 250 of which are held by John A. Mannix and
                  250 of which are held by David M. Lepore;

                           (v) the Shares have been duly  authorized,  and, when
                  issued  and  delivered  to  the  Underwriter  against  payment
                  therefor as provided by this Agreement, will have been validly
                  issued and

                                       21
<PAGE>
                  will be fully paid and  non-assessable,  and the  issuance  of
                  such  Shares  is not  subject  to any  preemptive  or  similar
                  rights;

                           (vi) the Company has no outstanding  Preferred Shares
                  of Beneficial Interest;

                           (vii) to the best of such counsel's knowledge,  there
                  are no outstanding subscriptions,  rights, warrants,  options,
                  calls,  convertible  securities,  commitments of sale or liens
                  related to or entitling any person to purchase or otherwise to
                  acquire any Common Shares of, or other ownership  interest in,
                  the Company except as otherwise  disclosed in the Registration
                  Statement;

                           (viii) the authorized  shares of beneficial  interest
                  of the Company,  including  the Common  Shares,  conform as to
                  legal  matters in all  material  respects  to the  description
                  thereof contained in the Prospectus;

                           (ix) the  statements  under the  captions (i) "Recent
                  Developments" and "Underwriting" in the Prospectus  Supplement
                  and (ii)  "Limitation  of Liability;  Shareholder  Liability",
                  "Redemption; Trustees; Business Combinations and Control Share
                  Acquisitions"  in  the  Prospectus,  as of  the  date  of  the
                  Prospectus;  and  "Item  5.  Other  Events"  in the  Company's
                  Current Report on Form 8-K dated  November 21, 1997;  "Part I.
                  Item 2.  Management's  Discussion  and  Analysis of Results of
                  Operations  and  Financial  Condition  --  Overview"  and  "--
                  Liquidity and Capital  Resources"  in the Company's  Quarterly
                  Report on Form 10-Q for the quarter ended  September 30, 1997;
                  "Part II.  Item 2.  Changes in  Securities"  in the  Company's
                  Quarterly  Report on Form 10-Q for the quarter  ended June 30,
                  1997;  "Item 5. Other Events" in the Company's  Current Report
                  on Form 8-K dated May 20, 1997; "Other  Information--Incentive
                  Share  Award  Plan" and  "Certain  Relationships  and  Related
                  Transactions" in the Company's Proxy Statement relating to the
                  May 20, 1997 Annual Meeting of Shareholders  (incorporated  by
                  reference in the Company's  Annual Report on Form 10-K for the
                  year ended December 31, 1996 (the "Form 10-K"));  and "Item 1.
                  Business",   "Item  2.   Properties",   "Item  5.  Market  For
                  Registrant's Common Equity and Related  Stockholder  Matters",
                  "Item 7.  Management's  Discussion  and Analysis of Results of
                  Operations  and  Financial  Condition  --  Overview"  and " --
                  Liquidity  and Capital  Resources"  in the Form 10-K,  in each
                  case as of the date of filing  of such  document,  insofar  as
                  such  statements   constitute  a  summary  of  legal  matters,
                  documents or proceedings referred to therein,

                                       22
<PAGE>
                  fairly present the information called for with respect to such
                  legal matters, documents and proceedings;

                           (x) the statements under the captions "Federal Income
                  Tax  Consequences"  in the Prospectus  Supplement and "Item 1.
                  Business--Taxation    of   the   Company",    "--Taxation   of
                  Shareholders",  "-- Other  Tax  Considerations",  "--  Certain
                  United States Tax Considerations Non-U.S.  Shareholders",  "--
                  Federal Estate Tax", "-- Backup  Withholding  and  Information
                  Reporting  Requirements",  "--  Other  Tax  Consequences"  and
                  "--ERISA   Plans,   Keogh  Plans  and  Individual   Retirement
                  Accounts"  in  the  Form  10-K,  insofar  as  such  statements
                  constitute a summary of legal matters or documents referred to
                  therein,  fairly  present  the  information  called  for  with
                  respect to such legal matters, documents and proceedings;

                           (xi) the Registration  Statement has become effective
                  under the Act, the  Prospectus  was filed with the  Commission
                  pursuant  to  Rule  424  within  the  applicable  time  period
                  prescribed  by Rule  424 and,  to the  best of such  counsel's
                  knowledge,  no stop order suspending the  effectiveness of the
                  Registration  Statement has been issued and no proceedings for
                  that purpose are, to the  knowledge of such  counsel,  pending
                  before or contemplated by the Commission;

                           (xii) the Company and each of its subsidiaries is not
                  in violation of its  Declaration  of Trust or  Certificate  of
                  Incorporation,  as  applicable,  or its  Bylaws  and,  to such
                  counsel's knowledge,  the Company and each of its subsidiaries
                  is  not  in  default  in the  performance  of any  obligation,
                  agreement or condition contained in any bond, debenture,  note
                  or  any  other  evidence  of  indebtedness  or  in  any  other
                  agreement,  indenture or instrument material to the conduct of
                  the business of the Company and its  subsidiaries,  taken as a
                  whole,  to which the Company or any of its  subsidiaries  is a
                  party or by which any of them or their respective  property is
                  bound;

                           (xiii)  this  Agreement  has  been  duly  authorized,
                  executed  and  delivered  by the  Company  and is a valid  and
                  binding  agreement of the Company,  enforceable  against it in
                  accordance  with its terms,  except as  enforceability  of any
                  indemnification or contribution  provisions  contained therein
                  may be  limited  under  federal  or state  securities  laws or
                  public policy;

                                       23
<PAGE>
                           (xiv)  each  Transaction  Document  executed  by  the
                  Company  or any of its  subsidiaries  as of the  date  of such
                  opinion has been duly  authorized,  executed and  delivered by
                  it;

                           (xv) no consent, approval, authorization or order of,
                  or   qualification    with,   any   United   States   federal,
                  Massachusetts,  Delaware  or  Maryland  governmental  body  or
                  agency  (other  than any  Massachusetts,  Delaware or Maryland
                  body or agency dealing with securities  laws, as to which such
                  counsel  need not  express an  opinion)  is  required  for the
                  execution,  delivery or  performance  by the Company or any of
                  its  subsidiaries  of its  obligations  under any  Transaction
                  Document  to which it is a party  or the  consummation  of the
                  transactions contemplated thereby;

                           (xvi) to the best of such counsel's knowledge,  there
                  are no legal or governmental proceedings pending or threatened
                  to which the Company or any of its  subsidiaries is a party or
                  to which any of the Hotels is subject  that are required to be
                  described in the Registration  Statement or the Prospectus and
                  are not so described, nor any statutes, regulations, contracts
                  or other  documents  that are  required to be described in the
                  Registration  Statement  or the  Prospectus  or to be filed as
                  exhibits to the Registration  Statement that are not described
                  or filed as required;

                           (xvii) to such  counsel's  knowledge,  the Company or
                  its  subsidiaries,  as owners of the Current Hotels,  have all
                  Approvals as may be necessary to own the Current Hotels in the
                  manner described in or contemplated by the Prospectus,  except
                  for any such Approvals the absence of which would not,  singly
                  or in the  aggregate,  have a material  adverse  effect on the
                  Company and its subsidiaries, taken as a whole;

                           (xviii) the Company is not an "investment company" or
                  a company  "controlled" by an "investment  company" within the
                  meaning of the Investment Company Act of 1940, as amended;

                           (xix) such counsel  confirms to the Underwriter  that
                  the Underwriter  may rely on such counsel's  opinions filed as
                  Exhibits 5.1 to the Registration  Statement and Exhibit 8.1 to
                  the Company's  Current  Report on Form 8-K dated  February 18,
                  1998 as if such  opinions had been given on the Closing  Date;
                  and

                           (xx) (1) each document, if any, filed pursuant to the
                  Exchange Act and  incorporated  by reference in the Prospectus
                  (except  for  financial  statements  and other  financial  and
                  statistical

                                       24
<PAGE>
                  data and  schedules as to which no opinion need be  expressed)
                  complied as to form in all material respects with the Exchange
                  Act when so filed with the  Commission,  (2) the  Registration
                  Statement and the  Prospectus  and any supplement or amendment
                  thereto  (except for financial  statements and other financial
                  and statistical data and schedules as to which no opinion need
                  be expressed)  comply as to form in all material respects with
                  the  Act,  and  (3) no  facts  have  come  to  such  counsel's
                  attention  that  would lead such  counsel to believe  (i) that
                  (except  for  financial  statements  and other  financial  and
                  statistical data and schedules, as aforesaid) the Registration
                  Statement and the prospectus  included therein (x) at the time
                  the  Registration  Statement  became  effective and (y) on the
                  date hereof, respectively, contained any untrue statement of a
                  material  fact or omitted to state a material fact required to
                  be stated therein or necessary to make the statements  therein
                  not  misleading  or (ii) that the  Prospectus,  as  amended or
                  supplemented,  if applicable (except for financial  statements
                  and other  financial and  statistical  data and schedules,  as
                  aforesaid)   at  the  time  it  was  first   provided  to  the
                  Underwriter  for use in  connection  with the  offering of the
                  Shares and as of the Closing  Date  contained  or contains any
                  untrue  statement  of a  material  fact or omitted or omits to
                  state  a  material  fact   necessary  in  order  to  make  the
                  statements  therein,  in the light of the circumstances  under
                  which they were made, not misleading;

         In giving such opinion  with  respect to the matters  covered by clause
(xx),  such counsel may state that their opinion and belief are based upon their
participation  in the preparation of the  Registration  Statement and Prospectus
and any amendments or supplements thereto and documents  incorporated therein by
reference,  and review and discussion of the contents  thereof,  but are without
independent check or verification except as specified.

         In rendering  their opinion,  such counsel may rely on an opinion dated
the  Closing  Date of  Ballard  Spahr  Andrews &  Ingersoll,  LLP as to  matters
governed by the laws of the State of Maryland.  In addition,  in rendering their
opinion,  such  counsel may state that their  opinion as to laws of the State of
Delaware is limited to the Delaware General Corporation Law.

          The opinions of Sullivan & Worcester  LLP and Ballard  Spahr Andrews &
Ingersoll, LLP, described in paragraph (d) above shall be rendered to you at the
request of the Company and shall so state therein.

                  (e) You shall have  received on the  Closing  Date an opinion,
         dated  the  Closing  Date,  of  Hunton  &  Williams,  counsel  for  the
         Underwriter, to the effect that:

                                       25
<PAGE>

                           (i) the Shares  have been duly  authorized,  and when
                  issued  and  delivered  to  the  Underwriter  against  payment
                  therefor as provided by this Agreement, will have been validly
                  issued  and will be  fully  paid  and  nonassessable,  and the
                  issuance of such Shares is not  subject to any  preemptive  or
                  similar rights;

                           (ii) the Registration  Statement has become effective
                  under the Act and, to the knowledge of such  counsel,  no stop
                  order  suspending  its  effectiveness  has been  issued and no
                  proceedings  for that purpose are pending before or threatened
                  by the Commission;

                           (iii) this Agreement was duly and validly authorized,
                  executed and delivered by the Company; and

                           (iv)  the  Registration  Statement,  at the  time  it
                  became  effective,  and the Prospectus,  as of the date of the
                  Prospectus  Supplement  (in each case,  other  than  documents
                  incorporated therein by reference and the financial statements
                  and supporting  schedules and other  financial and statistical
                  data  included or  incorporated  by reference  therein,  as to
                  which no opinion need be rendered)  complied as to form in all
                  material respects with the requirements of the Act.

                  In  addition,  Hunton &  Williams  shall  state that they have
participated  in  conferences  with  officers and other  representatives  of the
Company  and  representatives  of the  independent  public  accountants  for the
Company and  representatives  of the  Underwriter  at which the  contents of the
Prospectus and related matters were discussed and, although they are not passing
upon and do not assume any  responsibility  for the  accuracy,  completeness  or
fairness  of the  statements  contained  in the  Registration  Statement  or the
Prospectus or the documents  incorporated therein by reference,  on the basis of
the foregoing  (relying as to materiality to a large extent upon the opinions of
officers and other  representatives  of the  Company,  no facts have come to the
attention  of such  counsel  which  lead them to believe  that the  Registration
Statement,  including the documents  incorporated  therein by reference,  at the
time the  Company  filed  its  Annual  Report  on Form  10-K for the Year  Ended
December  31,  1996,  or at the  date of this  Agreement,  contained  an  untrue
statement of a material  fact or omitted to state a material fact required to be
stated  therein or necessary to make the  statements  therein not  misleading or
that the Prospectus,  including the documents incorporated therein by reference,
at the time the  Prospectus  was first  provided to the  Underwriter  for use in
connection  with the  offering  of Shares or at the date  hereof,  contained  or
contains an untrue  statement of a material  fact or omitted or omits to state a
material fact necessary in order to

                                       26
<PAGE>
make the statements  therein, in the light of the circumstances under which they
were made, not misleading (it being understood that such counsel need express no
opinion  with  respect  to the  financial  statements  and  schedules  and other
financial  or  statistical  data  included in the  Registration  Statement,  the
Prospectus or the documents incorporated therein by reference).

         In rendering  their opinion,  such counsel may rely on an opinion dated
the  Closing  Date of  Ballard  Spahr  Andrews &  Ingersoll,  LLP as to  matters
governed by the laws of the State of Maryland.

                  (f) You shall have  received  a letter  dated on and as of the
         Closing Date, in form and  substance  satisfactory  to you, from Arthur
         Andersen LLP,  independent public accountants,  with respect to certain
         financial statements and certain financial  information contained in or
         incorporated  by  reference  into the  Registration  Statement  and the
         Prospectus,  in  substantially  the form and  substance  of the  letter
         delivered to you by Arthur Andersen LLP on the date of this Agreement.

                  (g) The Shares shall have been duly listed,  subject to notice
         of issuance, on the NYSE.

                  (h) The  Company  shall  not  have  failed  at or prior to the
         Closing  Date to perform or comply  with any of the  agreements  herein
         contained  and required to be performed or complied with by the Company
         at or prior to the Closing Date.

         The obligation of the  Underwriter to purchase any Shares  hereunder is
subject to the delivery to the Underwriter on the Closing Date of such documents
as the Underwriter may reasonably  request with respect to the good standing and
qualification to do business in applicable  jurisdictions of the Company and its
subsidiaries, the due authorization and issuance of the Shares and other matters
related to the issuance of the Shares.

           9. Effective Date of Agreement and Termination.  This Agreement shall
become effective upon the execution of this Agreement by the parties hereto.

         This  Agreement may be terminated at any time prior to the Closing Date
by the  Underwriter by written notice to the Company if any of the following has
occurred: (i) since the respective dates as of which information is given in the
Registration  Statement  and the  Prospectus,  any  material  adverse  change or
development  involving a prospective  material  adverse change in the condition,
financial or  otherwise,  of the Company or the earnings,  affairs,  or business
prospects  of the  Company,  whether or not  arising in the  ordinary  course of
business, which would, in the judgment of the Underwriter, make it impracticable
or  inadvisable  to (x)  commence or continue  the  offering of the units of the
Trust

                                       27
<PAGE>
to the public,  or (y) enforce contracts for the sale of the units of the Trust,
(ii)  any  outbreak  or  escalation  of   hostilities   or  other   national  or
international  calamity  or crisis or change in  economic  conditions  or in the
financial markets of the United States or elsewhere that, in the judgment of the
Underwriter,  is  material  and  adverse and would,  in your  judgment,  make it
impracticable  or  inadvisable  to (x)  commence or continue the offering of the
units of the Trust to the public,  or (y) enforce  contracts for the sale of the
units of the Trust,  (iii) the  suspension or material  limitation of trading in
securities or other  instruments  on the NYSE, the American Stock Exchange , The
Chicago Board of Options Exchange,  the Chicago Mercantile Exchange, the Chicago
Board of Trade or the  Nasdaq  National  Market  or  limitation  on  prices  for
securities  on any  such  exchange  or the  Nasdaq  National  Market,  (iv)  the
suspension of trading of any securities of the Company on any exchange or in the
over-the-counter  market,  (v)  the  enactment,  publication,  decree  or  other
promulgation of any federal or state statute,  regulation,  rule or order of any
court or other  governmental  authority  which in the opinion of the Underwriter
materially and adversely  affects,  or will materially and adversely affect, the
business  or  operations  of the  Company,  (vi) the  declaration  of a  banking
moratorium by either  federal or New York State  authorities or (vii) the taking
of any action by any federal,  state or local government or agency in respect of
its monetary or fiscal  affairs  which in the opinion of the  Underwriter  has a
material adverse effect on the financial markets in the United States.

          10.  Miscellaneous.  Notices  given  pursuant to any provision of this
Agreement shall be addressed as follows:  (a) if to the Company,  to Hospitality
Properties Trust, 400 Centre Street, Newton, MA 02158, Attention: President, and
(b) if to the  Underwriter,  to you at Legg  Mason  Wood  Walker,  Incorporated,
Attention: Syndicate Department, 100 Light Street, Baltimore, Maryland 21202, or
in any  case to such  other  address  as the  person  to be  notified  may  have
requested in writing.

         The parties hereto agree,  for purposes of Section 6(b),  Section 7 and
any other provision of this Agreement, that the only information relating to the
Underwriter furnished to the Company in writing by the Underwriter expressly for
use in the Registration Statement, any preliminary prospectus, the Prospectus or
any  amendment  or  supplement  thereto  is  the  information  furnished  by the
Underwriter  included in the Prospectus,  (i) naming the  Underwriter  under the
caption  "Underwriting"  and (iii) in the second,  seventh and eighth paragraphs
under the caption "Underwriting" in the Prospectus.

         The respective indemnities,  contribution agreements,  representations,
warranties and other statements of the Company, its officers and trustees and of
the  Underwriter  set forth in or made pursuant to this  Agreement  shall remain
operative and in full force and effect, and will survive delivery of and payment
for the Shares,  regardless  of (i) any  investigation,  or  statement as to the
results  thereof,  made by or on behalf of the Underwriter or by or on behalf of
the

                                       28
<PAGE>
Company, or its officers or trustees,  (ii) acceptance of the Shares and payment
for them hereunder and (iii) termination of this Agreement.

         If this Agreement shall be terminated by the Underwriter because of any
failure  or refusal  on the part of the  Company to comply  with the terms or to
fulfill any of the conditions of this Agreement, the Company agrees to reimburse
the  Underwriter  for  all  out-of-pocket   expenses  (including  the  fees  and
disbursements of counsel) reasonably incurred by it.

         Except  as  otherwise  provided,  this  Agreement  has been and is made
solely  for  the  benefit  of  and  shall  be  binding  upon  the  Company,  the
Underwriter,  any controlling  persons  referred to herein and their  respective
successors and assigns, all as and to the extent provided in this Agreement, and
no other  person  shall  acquire  or have any  right  under or by virtue of this
Agreement.  The term  "successors  and assigns" shall not include a purchaser of
any of the Shares from the Underwriter merely because of such purchase.

         This Agreement  shall be governed and construed in accordance  with the
laws of the State of New York.

         This  Agreement may be signed in various  counterparts  which  together
shall constitute one and the same instrument.

                                       29
<PAGE>


         Please  confirm that the foregoing  correctly  sets forth the agreement
between the Company and the Underwriter.

                                            Very truly yours,

                                            HOSPITALITY PROPERTIES TRUST


                                            By: /s/ Thomas M. O'Brien
                                                Name:  Thomas M. O'Brien
                                                Title: Treasurer



LEGG MASON WOOD WALKER, INCORPORATED


By: /s/ Edwin J. Bradley, Jr.
    Name: Edwin J. Bradley, Jr.
    Title: Vice President



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