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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

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

                   For the Fiscal Year Ended December 31, 2002

                                       OR

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

                         Commission File Number 1-11527

                          HOSPITALITY PROPERTIES TRUST

              Maryland                                 04-3262075
------------------------------------    ----------------------------------------
      (State of organization)               (IRS Employer Identification No.)

                 400 Centre Street, Newton, Massachusetts 02458

                                  617-964-8389

           Securities registered pursuant to Section 12(b) of the Act:

<Table>
<Caption>
                    Title of each class                             Name of Each Exchange on which registered
-----------------------------------------------------               -----------------------------------------
   <S>                                                              <C>
         Common Shares of Beneficial Interest                       New York Stock Exchange
   Series A Cumulative Redeemable Preferred Shares of               New York Stock Exchange
                    Beneficial Interest
   Series B Cumulative Redeemable Preferred Shares of               New York Stock Exchange
                    Beneficial Interest
</Table>

Securities to be registered pursuant to Section 12(g) of the Act:   None

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes /X/ No / /

The aggregate market value of the voting shares of the registrant held by
non-affiliates was $2,122 million based on the $36.50 closing price per common
share on the New York Stock Exchange on June 28, 2002. For purposes of this
calculation, 4,000,000 Common Shares of Beneficial Interest, $0.01 par value
("Common Shares") held by HRPT Properties Trust, and an aggregate of 417,012
Common Shares held by the Trustees and officers of the registrant have been
included in the number of shares held by affiliates.

Number of the registrant's Common Shares outstanding as of March 14, 2003:
62,566,076

<Page>

     References in this Annual Report on Form 10-K to the "Company", "HPT",
"we", "us" or "our" include consolidated subsidiaries unless the context
indicates otherwise.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Part III of this Annual Report on Form 10-K is to be incorporated herein by
reference from our definitive Proxy Statement for the annual meeting of
shareholders currently scheduled for May 6, 2003.

                  WARNING CONCERNING FORWARD LOOKING STATEMENTS

     THIS ANNUAL REPORT ON FORM 10-K CONTAINS STATEMENTS WHICH CONSTITUTE
FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 AND FEDERAL SECURITIES LAWS. THESE STATEMENTS
APPEAR IN A NUMBER OF PLACES IN THIS FORM 10-K AND INCLUDE STATEMENTS REGARDING
OUR INTENT, BELIEF OR EXPECTATION, OR THE INTENT, BELIEF OR EXPECTATION OF OUR
TRUSTEES OR OUR OFFICERS WITH RESPECT TO OUR TENANTS' OR OPERATORS' ABILITY TO
PAY RENT OR RETURNS TO US, OUR ABILITY TO PURCHASE ADDITIONAL PROPERTIES, OUR
ABILITY TO PAY INTEREST AND DEBT PRINCIPAL AND MAKE DISTRIBUTIONS, OUR POLICIES
AND PLANS REGARDING INVESTMENTS AND FINANCINGS, OUR TAX STATUS AS A REAL ESTATE
INVESTMENT TRUST, OUR ABILITY TO APPROPRIATELY BALANCE THE USE OF DEBT AND
EQUITY AND TO RAISE CAPITAL AND OTHER MATTERS. ALSO, WHENEVER WE USE WORDS SUCH
AS "BELIEVE", "EXPECT", "ANTICIPATE", "INTEND", "PLAN", "ESTIMATE" OR SIMILAR
EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. HOWEVER, ACTUAL RESULTS
MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THE FORWARD LOOKING
STATEMENTS AS A RESULT OF VARIOUS FACTORS. SUCH FACTORS INCLUDE, WITHOUT
LIMITATION, THE IMPACT OF CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS
(INCLUDING PREVAILING INTEREST RATES) ON US AND OUR TENANTS, COMPLIANCE WITH AND
CHANGES TO REGULATIONS AND PAYMENT POLICIES WITHIN THE REAL ESTATE AND HOTEL
INDUSTRIES, CHANGES IN FINANCING TERMS, COMPETITION WITHIN THE REAL ESTATE AND
HOTEL INDUSTRIES AND CHANGES IN FEDERAL, STATE AND LOCAL LEGISLATION. FOR
EXAMPLE, A WAR OR TERRORIST ACTIVITIES COULD CAUSE A DECLINE IN TRAVEL RELATED
ACTIVITIES WHICH ADVERSELY AFFECTS THE FINANCIAL RESULTS OF OUR TENANTS AND
OPERATORS, AS A RESULT, OUR TENANTS AND OPERATORS MAY OTHERWISE EXPERIENCE
LOSSES AND BECOME UNABLE TO PAY OUR RENTS OR RETURNS, WE MAY BE UNABLE TO
IDENTIFY PROPERTIES WHICH WE WANT TO BUY OR TO NEGOTIATE ACCEPTABLE PURCHASE
PRICES OR LEASE TERMS FOR NEW PROPERTIES. THESE UNEXPECTED RESULTS COULD OCCUR
DUE TO MANY DIFFERENT CIRCUMSTANCES, SOME OF WHICH, SUCH AS CHANGES IN OUR
TENANTS' COSTS OR REVENUES OR CHANGES IN CAPITAL MARKETS OR THE ECONOMY
GENERALLY, ARE BEYOND OUR CONTROL. THE INFORMATION CONTAINED IN THIS FORM 10-K,
INCLUDING THE INFORMATION UNDER THE HEADINGS "BUSINESS", "PROPERTIES" AND
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE SUCH
DIFFERENCES. FORWARD LOOKING STATEMENTS ARE ONLY EXPRESSIONS OF OUR PRESENT
EXPECTATIONS AND INTENTIONS. FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO
OCCUR AND MAY NOT OCCUR. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD
LOOKING STATEMENTS.

                     STATEMENT CONCERNING LIMITED LIABILITY

THE AMENDED AND RESTATED DECLARATION OF TRUST OF THE COMPANY, DATED AUGUST 21,
1995, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO, IS DULY FILED IN
THE OFFICE OF THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF
MARYLAND, PROVIDES THAT THE NAME "HOSPITALITY PROPERTIES TRUST" REFERS TO THE
TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR
PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF
HOSPITALITY PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR

<Page>

SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HOSPITALITY PROPERTIES
TRUST. ALL PERSONS DEALING WITH HOSPITALITY PROPERTIES TRUST, IN ANY WAY, SHALL
LOOK ONLY TO THE ASSETS OF HOSPITALITY PROPERTIES TRUST FOR THE PAYMENT OF ANY
SUM OR THE PERFORMANCE OF ANY OBLIGATION.

<Page>

                          HOSPITALITY PROPERTIES TRUST
                          2002 FORM 10-K ANNUAL REPORT

                                Table of Contents

<Table>
<Caption>
                                                                                                      Page
<S>                                                                                                    <C>
                                                Part I

Item 1.    Business.........................................................................            1

Item 2.    Properties.......................................................................           22

Item 3.    Legal Proceedings................................................................           23

Item 4.    Submission of Matters to a Vote of Security Holders..............................           23


                                                Part II


Item 5.    Market for the Registrant's Common Equity and Related Shareholder Matters........           24

Item 6.    Selected Financial Data..........................................................           25

Item 7.    Management's Discussion and Analysis of Financial Condition and Results
           of Operations....................................................................           26

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.......................           36

Item 8.    Financial Statements and Supplementary Data......................................           37

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial
           Disclosure.......................................................................           37


                                               Part III


Item 10.   Directors and Executive Officers of the Registrant...............................            *

Item 11.   Executive Compensation...........................................................            *

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related
           Shareholder Matters..............................................................           38

Item 13.   Certain Relationships and Related Party Transactions.............................            *

Item 14.   Controls and Procedures..........................................................           38

Item 15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K..................           39
</Table>

           *   Incorporated by reference from our Proxy Statement for the Annual
               Meeting of Shareholders currently scheduled to be held on
               May 6, 2003, to be filed pursuant to Regulation 14A.

<Page>

                                     PART I

ITEM 1. BUSINESS

THE COMPANY. We are a real estate investment trust, or REIT, formed in 1995
under the laws of the State of Maryland to buy and own hotels which are leased
to or operated by unaffiliated hotel companies. As of December 31, 2002, we
owned 251 hotels with 34,284 rooms or suites located in 37 states in the U.S.,
which cost approximately $2.8 billion. Our principal place of business is 400
Centre Street, Newton, Massachusetts 02458, and our telephone number is (617)
964-8389.

Our external growth strategy is to expand our investments in hotels and to set
minimum rents or returns which produce income in excess of our operating and
capital costs. We seek to provide capital to unaffiliated hotel operators who
wish to divest their properties while remaining in the hotel business. Our
internal growth strategy is to participate through percentage rents in increases
in total hotel sales (including gross revenues from room rentals, food and
beverage sales and other services) at our hotels.

Our investment policies are established by our board of trustees and may be
changed by our board of trustees at any time without shareholder approval.

Our hotels are currently operated as Marriott Hotels and Resorts(R), Courtyard
by Marriott(R), Residence Inn by Marriott(R), Wyndham Garden(R), Wyndham(R),
Summerfield Suites by Wyndham(R), AmeriSuites(R), Candlewood Suites(R),
Homestead Studio Suites(R), TownePlace Suites by Marriott(R) or SpringHill
Suites by Marriott(R). The average age of our hotels is approximately 7.9 years
at December 31, 2002.

COURTYARD BY MARRIOTT(R) hotels are designed to attract both business and
leisure travelers. A typical Courtyard by Marriott(R) hotel has 145 guest rooms.
The guest rooms are larger than those in most other moderately priced hotels and
predominately offer king size beds. Most Courtyard by Marriott(R) hotels are
situated on well landscaped grounds and typically are built with a courtyard
containing a patio, pool and socializing area that may be enclosed depending
upon location. Many of these hotels have lounges, meeting rooms, an exercise
room, a guest laundry and a restaurant. Generally, the guest rooms are similar
in size and furnishings to guest rooms in full service Marriott(R) hotels. In
addition, many of the same amenities as would be available in full service
Marriott(R) hotels are available in Courtyard by Marriott(R) hotels, except that
restaurants may be open only for breakfast buffets or serve limited menus, room
service may not be available and meeting and function rooms are limited in size
and number. According to Marriott, as of December 2002, 553 Courtyard by
Marriott(R) hotels were open and operating in the United States and
internationally. We believe that the Courtyard by Marriott(R) brand is a leading
brand in the upscale, limited service segment of the United States hotel
industry. We have invested a total of $772 million in 71 Courtyard by
Marriott(R) hotels which have 10,280 rooms.

RESIDENCE INN BY MARRIOTT(R) hotels are designed to attract business,
governmental and family travelers who stay several consecutive nights. Residence
Inn by Marriott(R) hotels generally have between 80 and 130 studio, one-bedroom
and two-bedroom suites. Most Residence Inn by Marriott(R) hotels are designed as
residential style buildings with landscaped walkways, courtyards and
recreational areas. Residence Inn by Marriott(R) hotels do not have restaurants.
All offer complimentary continental breakfast and a complimentary evening
hospitality hour. In addition, each suite contains a fully equipped kitchen and
many have fireplaces. Most Residence Inn by Marriott(R) hotels also have
swimming pools, exercise rooms, sports courts and guest laundries. According to
Marriott, as of December 2002, 392 Residence Inn by Marriott(R) hotels were open
and operating in the United States, Mexico and Canada. We believe that the
Residence Inn by Marriott(R) brand is the leading brand in the extended stay
segment of the United States hotel industry. We have invested a total of $422
million in 37 Residence Inn by Marriott(R) hotels which have 4,695 suites.

WYNDHAM(R) HOTELS Our Wyndham(R) hotels include the Wyndham(R) and Wyndham
Garden(R) brands. Wyndham Garden(R) hotels are upscale, mid-sized, full service
hotels located primarily near suburban business centers and airports, and are
designed to attract business travelers and small business groups. Each of our
Wyndham(R) hotels contains between 140 and 381 rooms. Amenities and services
include large desks, room service and access to 24-hour telecopy and
mail/package service. The meeting facilities at Wyndham(R) and Wyndham Garden(R)
hotels generally can accommodate groups of between 10 and 200 people in a
flexible meeting room design with audiovisual equipment. Most Wyndham(R) hotels
also feature a lobby lounge, a swimming pool, exercise facilities, and one or
more restaurants. According to Wyndham, as of December 2002 there were 69
Wyndham(R) and Wyndham Garden(R) hotels open and operating in the United States.
We have invested a total of $183 million in 12 Wyndham(R) and Wyndham Garden(R)
hotels which have 2,321 rooms.

SUMMERFIELD SUITES BY WYNDHAM(R) hotels are upscale, all suite extended stay
hotels which offer guests separate living and sleeping areas, full kitchens,
large work areas, complimentary breakfasts and evening social hours. Private
voice mail, video players, on site convenience stores and "room service"
contracted from area restaurants also are generally available. Summerfield
Suites by Wyndham(R) offers a large number of two bedroom, two bathroom suites
designed for equal-status business travelers in training classes

                                        1
<Page>

or attending meetings and for families. According to Wyndham, there were 27
Summerfield Suites by Wyndham(R) open and operating in the United States as of
December 2002. We have invested a total of $240 million in 15 Summerfield Suites
by Wyndham(R) hotels which contain 1,822 suites (2,766 rooms).

AMERISUITES(R) hotels are all-suite hotels designed to attract value-oriented
business travelers. AmeriSuites(R) hotels compete in the all-suite segment of
the lodging industry with such brands as Embassy Suites(R), SpringHill Suites(R)
and Hampton Inn & Suites(R). Each AmeriSuites(R) guest room offers an efficient
space for working which includes two phones with data ports and voice mail, a
living area which includes a coffee maker, microwave, mini-refrigerator,
sleeper-sofa and 25-inch television, and a separate bedroom area with either one
king or two double beds. Each AmeriSuites(R) hotel has a lobby lounge where free
continental breakfast is provided in the mornings and cocktails are generally
available in the evening. In addition, all AmeriSuites(R) hotels have meeting
rooms that can accommodate up to 150 persons, fitness facilities and a pool.
AmeriSuites(R) hotels are generally high-rise hotels of six or seven stories and
are of masonry construction. According to Prime Hospitality, there were 144
AmeriSuites(R) hotels open and operating across the United States as of December
2002. We have invested $243 million in our 24 AmeriSuites(R) hotels with a total
of 2,929 suites.

CANDLEWOOD SUITES(R) hotels are mid-priced extended stay hotels which offer
studio and one bedroom suites designed for business travelers expecting to stay
five or more nights. Candlewood Suites(R) hotels compete in the mid-priced
extended stay segment of the lodging industry against such other brands as
Sierra Suites(R), TownePlace Suites by Marriott(R) and MainStay Suites(R). Each
Candlewood Suites(R) suite contains a fully equipped kitchen area, a combination
living and work area and a sleeping area. The kitchen includes a full-size
microwave, full-size refrigerator, stove, dishwasher and coffee maker. The
living area contains a convertible sofa or recliner, 25-inch television,
videocassette player and compact disc player. The work area includes a large
desk and executive chair, two phone lines, voice mail and a speaker phone. Each
Candlewood Suites(R) suite contains a king size bed. Other amenities offered at
each Candlewood Suites(R) hotel include a fitness center, free guest laundry
facilities, and a Candlewood Cupboard(R) area where guests can purchase light
meals, snacks and other refreshments. According to Candlewood, there were
approximately 103 Candlewood Suites(R) hotels open and operating across the
United States as of December 2002. We have invested $435 million in 57
Candlewood Suites(R) hotels with a total of 6,887 suites.

HOMESTEAD STUDIO SUITES(R) hotels are extended stay hotels designed for
value-oriented business travelers. Each Homestead Studio Suites(R) room features
a kitchen with a full-size refrigerator, stovetop, microwave, coffee maker,
utensils and dishes. A work area is provided with a well-lit desktop and a
computer data port. Complimentary local phone calls, fax service, copy service
and personalized voice-mail are also available to guests. On-site laundry and
other personal care items are available. Housekeeping services are provided on a
twice-weekly basis. According to BRE / Homestead, there were 112 Homestead
Studio Suites(R) hotels open as of December 2002. We have invested $145 million
in 18 Homestead Studio Suites(R) hotels with a total of 2,399 suites.

TOWNEPLACE SUITES(R) are extended-stay hotels offering studio, one bedroom and
two-bedroom suites for business and family travelers. TownePlace Suites(R)
compete in the mid-priced extended-stay segment of the lodging industry. Each
suite offers a fully equipped kitchen, a bedroom and separate living and work
areas. Other amenities offered include voice mail, data lines, on-site business
services, guest laundry facilities and a fitness center. According to Marriott,
there were nearly 100 TownePlace Suites(R) open as of December 2002. We have
invested $102 million in 12 TownePlace Suites(R) with a total of 1,331 suites.

SPRINGHILL SUITES(R) are value focused suites for business and family travelers.
SpringHill Suites(R) compete in the mid-priced all-suite segment of the lodging
industry. Each suite offers separate sleeping, living and work areas, a
mini-refrigerator, a microwave and coffee service. Other amenities offered
include a pull-out sofa bed, complimentary breakfast buffet, weekday newspaper,
two line phones with data port and voice mail, on-site business services, guest
laundry facilities and a fitness center. According to Marriott, there were over
84 SpringHill Suites(R) open as of December 2002. We have invested $21 million
in two SpringHill Suites(R) with a total of 264 suites.

We have invested $105 million in three Marriott Hotels and Resorts(R) with a
total of 1,356 guest rooms, including:

     THE KAUAI MARRIOTT RESORT & BEACH CLUB is a 356 room, 10 floor hotel with
     50,000 square feet of meeting space, five restaurants and an on-the-beach
     lounge. The resort includes a 26,000-square-foot pool, multiple acres of
     Hawaiian gardens and waterfalls, tennis courts, sauna, whirlpool, exercise
     and spa facilities and beauty and massage salons.

     THE MARRIOTT ST. LOUIS AIRPORT is a 601 room hotel located in Missouri on
     approximately 12 acres of land at the I-70 exit for Lambert International
     Airport, across the street from the airport entrance. The hotel has two
     nine floor towers and three low rise buildings which create a courtyard for
     the hotel's pool and gardens. The property includes 20 meeting rooms
     totaling approximately 18,000 square feet of space, three restaurants and a
     concierge floor.

     THE MARRIOTT NASHVILLE AIRPORT is a 399 room, 17 floor hotel located in
     Tennessee on 17 acres of land in High Ridge Business

                                        2
<Page>

     Park across I-40 from the Nashville Airport and a short drive from downtown
     Nashville. The property includes 14 meeting rooms totaling approximately
     17,000 square feet of space, a restaurant and a concierge floor.

                PRINCIPAL LEASE OR MANAGEMENT AGREEMENT FEATURES

As of December 31, 2002, all of our hotels are leased to or managed by unrelated
third-parties. Each hotel we own is leased or operated as part of a combination
of hotels, as described below. The principal features of the lease and
management agreements for our 251 hotels are as follows:

-    MINIMUM RENT OR RETURNS. All of our agreements require minimum annual rent
     or returns equal to between 10% and 12% of our investment in our hotels.

-    PERCENTAGE RENT OR RETURNS. All of our agreements require percentage rent
     or returns equal to between 5% and 10% of increases in gross hotel revenues
     over threshold amounts.

-    LONG TERM. All of the agreements for our hotels expire after 2010. The
     weighted average term remaining for our hotels as of December 31, 2002, is
     13.6 years.

-    POOLED AGREEMENTS. Each of our hotels is part of a combination of hotels.
     The tenant or manager obligations to us with respect to each hotel in a
     combination are subject to cross default with the obligations with respect
     to all the other hotels in the same combination. The smallest combination
     includes 12 hotels with 2,321 rooms in which we have invested $183 million;
     the largest combination includes 57 hotels with 6,887 rooms in which we
     have invested $435 million.

-    GEOGRAPHIC DIVERSIFICATION. Each combination of hotels is geographically
     diversified. In addition, our hotels are located in the vicinity of major
     demand generators such as large suburban office parks, airports, medical or
     educational facilities or major tourist attractions.

-    ALL OR NONE RENEWALS. All renewal options for each combination of our
     hotels may only be exercised on an all or none basis and not for separate
     hotels.

-    SECURITY DEPOSITS. All of our agreements require security deposits,
     generally equal to one year's minimum rent or minimum investment return.

-    FF&E RESERVES. All of our agreements require the deposit of 5-6% of gross
     hotel revenues into escrow to fund periodic renovations (the "FF&E
     reserve") in addition to minimum rents or returns. For hotels which were
     open for at least one year prior to 2002 (247 hotels) the FF&E reserve
     contributions in 2002 totaled $41 million, an average of $1,183 per room.

-    SUBORDINATED FEES. Some or all of the management fees for our hotels are
     subordinated to minimum amounts due to us.

-    GUARANTEES FOR NEW HOTELS. When we purchase recently built hotels, we
     require that payments to us be guaranteed generally until the operations of
     the hotels achieve negotiated levels. As of December 31, 2002, five of our
     nine hotel pools, including 153 hotels, have minimum rent or returns due to
     us which are subject to full or limited guarantees. These hotels represent
     58.2% of our total investments, at cost.

At December 31, 2002, 10 of our hotels were on leased land. In January 2003, we
purchased the land related to one of these hotels from an unrelated party for
$6.5 million. For the other nine hotels, in each case, the remaining term of the
ground lease (including renewal options) is in excess of 56 years, and the
ground lessors are unrelated to us.

Ground rent payable under the nine remaining ground leases is generally
calculated as a percentage of hotel revenues. Seven of the nine ground leases
require minimum annual rent ranging from approximately $102,406 to $255,760 per
year; rent under two ground leases has been pre-paid. If a ground lease
terminates, the lease with respect to the hotel on such ground-leased land will
also terminate. Generally payment of ground lease obligations are made by our
tenant or manager. However, if a tenant or manager did not perform obligations
under a ground lease or elected not to renew any ground lease, we might have to
perform obligations under the ground lease or renew the ground lease in order to
protect our investment in the affected hotel. Any pledge of our interests in a
ground lease may also require the consent of the applicable ground lessor and
its lenders. We have no current requirement to make any pledge of our ground
lease interests.

                                        3
<Page>

                        INVESTMENT AND OPERATING POLICIES

We provide capital to hotel owners and operators who wish to divest their
properties while remaining in the hotel business. Many other public hotel REITs
seek to control the operations of hotels in which they invest and generally
design their affiliated leases to capture substantially all net operating
revenues from their hotels as rent. We do not operate any hotels. Our agreements
with our unaffiliated tenants and operators are designed with the expectation
that over their term net operating revenues from our hotels will exceed minimum
amounts due to us by considerable coverage margins. We believe that these
differences in operating philosophy afford us a competitive advantage over other
hotel REITs in finding high quality hotel investment opportunities on attractive
terms and increase the dependability of our cash flows used to pay
distributions.

Our investment objectives include increasing per share distributions and cash
available for distribution, or CAD, from dependable and diverse resources. To
achieve these objectives, we seek to operate as follows: maintain a strong
capital base of shareholders' equity; invest in high quality properties operated
by unaffiliated hotel operating companies; use moderate debt leverage to fund
additional investments which increase CAD per share because of positive spreads
between our cost of investment capital and investment yields; structure
investments which generate a minimum return and provide an opportunity to
participate in a percentage of operating growth at our hotels; when market
conditions permit, refinance debt with additional equity or long term debt; and
pursue diversification so that our CAD is received from diverse properties and
operators.

In order to benefit from potential property appreciation, we prefer to own
properties rather than make mortgage investments. We may invest in real estate
joint ventures if we conclude that we may benefit from the participation of
co-venturers or that the opportunity to participate in the investment is
contingent on the use of a joint venture structure. We may invest in
participating, convertible or other types of mortgages if we conclude that we
may benefit from the cash flow or appreciation in the value of the mortgaged
property. Convertible mortgages are similar to equity participation because they
permit the lender to either participate in increasing revenues from the property
or convert some or all of that mortgage into equity ownership interests. At
December 31, 2002, we owned no mortgages or joint venture interests.

Because we are a REIT, generally, we may not operate hotels. We or our tenants
have entered into arrangements for operation of our hotels. Our agreements
require the lessee or operator to pay all operating expenses, including taxes,
insurance and capital reserves and to pay to us minimum returns plus percentage
returns based upon increases in gross revenues at the hotels. As described
elsewhere in this Form 10-K, tax law changes known as the REIT Modernization
Act, or RMA, were enacted and became effective January 1, 2001. The RMA, among
other things, allows a REIT to lease hotels to a so-called "taxable REIT
subsidiary" if the hotel is managed by an independent third party. We entered
into our first transaction using a taxable REIT subsidiary on June 15, 2001. Any
income realized by our taxable REIT subsidiary in excess of the rent paid to us
by our subsidiary will be subject to income tax at customary corporate rates. As
and if the financial performance of the hotels operated for the account of our
taxable REIT subsidiary improves, these taxes may become material, but the
anticipated taxes are not material to our consolidated financial results at this
time. We may enter new leases with taxable REIT subsidiaries, but we currently
expect to do so only to the extent such new arrangements are reasonably
consistent with the investment and operating policies set forth above.

                              ACQUISITION POLICIES

We intend to pursue growth through the acquisition of additional hotels.
Generally, we prefer to purchase multiple hotels in one transaction because we
believe a single agreement, cross default covenants and all or none renewal
rights for multiple hotels in diverse locations enhance the credit
characteristics and the security of our investments. In implementing our
acquisition strategy, we consider a range of factors relating to proposed hotel
purchases including: (i) historical and projected cash flows; (ii) the
competitive market environment and the current or potential market position of
each hotel; (iii) the availability of a qualified lessee or operator; (iv) the
hotel's design, physical condition and age; (v) the estimated replacement cost
and proposed acquisition price of the hotel; (vi) the price segment in which the
hotel is operated; (vii) the reputation of the particular hotel management
organization, if any, with which the hotel is or may become affiliated; (viii)
the level of services and amenities offered at the hotel; (ix) the proposed
lease terms; and (x) the hotel brand under which the hotel operates or is
expected to operate. In determining the competitive position of a hotel, we
examine the proximity of the hotel to business, retail, academic and tourist
attractions and transportation routes, the number and characteristics of
competitive hotels within the hotel's market area and the existence of barriers
to entry within that market, including site availability, and zoning
restrictions. While we have historically focused on the acquisition of upscale
limited service, extended stay and full service hotel properties, we consider
acquisitions in all segments of the hospitality industry. An important part of
our acquisition strategy is to identify and select qualified and experienced
hotel operators. We intend to continue to select hotels for acquisition which
will enhance the diversity of our portfolio with respect to location, brand
name, and lessee or operator.

However, we have no policies which specifically limit the percentage of our
assets which may be invested in any individual property, in any one type of
property, in properties leased to any one tenant or in properties leased to an
affiliated group of tenants.

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In the past, we have considered the possibility of entering mergers or strategic
combinations with other companies. No such mergers or strategic combinations are
under active consideration at this time. However, we may undertake such
considerations in the future. A principal goal of any such transaction will be
to expand our investments and diversify our revenue sources.

                              DISPOSITION POLICIES

We have no current intention to dispose of any hotels, although we may do so. We
currently anticipate that disposition decisions, if any, will be based on
factors including but not limited to the following: (i) potential opportunities
to increase revenues and property values by reinvesting sale proceeds; (ii) the
proposed sale price; (iii) the strategic fit of the hotel with the rest of our
portfolio; (iv) our tenant's desire to cease operation of the hotel; and (v) the
existence of alternative sources, uses or needs for capital.

                               FINANCING POLICIES

We currently intend to employ conservative financing policies in pursuit of our
growth strategies. Although there are no limitations in our organizational
documents on the amount of indebtedness we may incur, our $350 million unsecured
revolving credit facility and our senior note indenture and its supplements
contain financial covenants which, among other things, restrict our ability to
incur indebtedness and require us to maintain financial ratios and minimum net
worth. We currently intend to pursue our growth strategies while maintaining
debt not in excess of 50% of our total capitalization. We may from time to time
re-evaluate and modify our financing policies in light of then current economic
conditions, relative availability and costs of debt and equity capital, market
values of properties, growth and acquisition opportunities and other factors and
may increase or decrease our ratio of debt to total capitalization accordingly.

Our board of trustees may determine to obtain a replacement for our current
credit facilities or to seek additional capital through equity offerings, debt
financings, or retention of cash flows in excess of distributions to
shareholders, or a combination of these methods. None of our properties are
encumbered by mortgages. To the extent that the board of trustees decides to
obtain additional debt financing, we may do so on an unsecured basis (or a
secured basis, subject to limitations present in existing financing or other
arrangements) and may seek to obtain other lines of credit or to issue
securities senior to our common and/or preferred shares, including preferred
shares of beneficial interest and debt securities, either of which may be
convertible into common shares or be accompanied by warrants to purchase common
shares, or to engage in transactions which may involve a sale or other
conveyance of hotels to subsidiaries or to unaffiliated entities. We may finance
acquisitions through an exchange of properties or through the issuance of
additional common shares or other securities. The proceeds from any of our
financings may be used to pay distributions, to provide working capital, to
refinance existing indebtedness or to finance acquisitions and expansions of
existing or new properties.

INVESTMENT MANAGER. Our day-to-day operations are conducted by Reit Management &
Research LLC ("RMR"), our investment manager. RMR originates and presents
investment opportunities to our board of trustees. RMR is a Delaware limited
liability company beneficially owned by Barry M. Portnoy and Gerard M. Martin,
who are our managing trustees. RMR has a principal place of business at 400
Centre Street, Newton, Massachusetts 02458; and its telephone number is (617)
928-1300. RMR acts as the investment manager to HRPT Properties Trust, the
holder of 4,000,000 of our common shares and Senior Housing Properties Trust and
has other business interests. The directors of RMR are Gerard M. Martin, Barry
M. Portnoy and David J. Hegarty. The executive officers of RMR are David J.
Hegarty, President and Secretary; John G. Murray, Executive Vice President;
Evrett W. Benton, Vice President; Ethan S. Bornstein, Vice President; Jennifer
B. Clark, Vice President; John R. Hoadley, Vice President; Mark L. Kleifges,
Vice President; David M. Lepore, Vice President; Bruce J. Mackey Jr., Vice
President; John A. Mannix, Vice President; Thomas M. O'Brien, Vice President;
and John C. Popeo, Vice President and Treasurer. Messrs. Murray, O'Brien,
Kleifges and Bornstein are also our officers.

EMPLOYEES. We have no employees. Services which would otherwise be provided by
employees are provided by RMR and by our Managing Trustees and officers. As of
March 14, 2003, RMR had approximately 280 full-time employees.

COMPETITION. The hotel industry is highly competitive. Each of our hotels is
located in an area that includes other hotels. Increases in the number of hotels
in a particular area could have a material adverse effect on the occupancy and
daily room rates at our hotels located in that area. Agreements with the
operators of our hotels restrict the right of each operator and its affiliates
for a limited period of time to own, build, operate, franchise or manage other
hotels of the same brand within various specified areas around our hotels. Under
these agreements neither the operators nor their affiliates are restricted from
operating other brands of hotels in the market areas of any of our hotels, and
after such limited period of time, the operators and their affiliates may also
compete with our hotels by opening, managing or franchising additional hotels
under the same brand name in direct competition with our hotels.

We expect to compete for hotel acquisition and financing opportunities with
entities which may have substantially greater financial resources than us,
including, without limitation, other REITs, hotel operating companies, banks,
insurance companies, pension plans

                                        5
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and public and private partnerships. These entities may be able to accept more
risk than we can prudently manage, including risks with respect to the
creditworthiness of hotel operators. Such competition may reduce the number of
suitable hotel acquisition or financing opportunities available to us or
increase the bargaining power of hotel owners seeking to sell or finance their
properties.

ENVIRONMENTAL MATTERS. Under various laws, owners of real estate may be required
to investigate and clean up hazardous substances present at a property, and may
be held liable for property damage or personal injuries that result from such
contamination. These laws also expose us to the possibility that we become
liable to reimburse the government for damages and costs it incurs in connection
with the contamination. We reviewed environmental surveys of the facilities we
own prior to their purchase. Based upon those surveys we do not believe that any
of our properties are subject to material environmental contamination. However,
no assurances can be given that environmental liabilities are not present in our
properties or that costs we incur to remediate contamination will not have a
material adverse effect on our business or financial condition.

INTERNET WEBSITE. Our internet address is www.hptreit.com. We make available,
free of charge, on our internet website, our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
these reports filed or furnished under Section 13(a) or 15(d) of the Exchange
Act as soon as reasonably practicable after these forms are electronically filed
with the SEC.

SEGMENT INFORMATION. We have one operating segment, hotel investments.

                        FEDERAL INCOME TAX CONSIDERATIONS

     The following summary of federal income tax considerations is based on
existing law, and is limited to investors who own our shares as investment
assets rather than as inventory or as property used in a trade or business. The
summary does not discuss the particular tax consequences that might be relevant
to you if you are subject to special rules under federal income tax law, for
example if you are:

  -  a bank, life insurance company, regulated investment company, or other
     financial institution;

  -  a broker or dealer in securities or foreign currency;

  -  a person who has a functional currency other than the U.S. dollar;

  -  a person who acquires our shares in connection with employment or other
     performance of services;

  -  a person subject to alternative minimum tax;

  -  a person who owns our shares as part of a straddle, hedging transaction,
     constructive sale transaction, constructive ownership transaction, or
     conversion transaction; or

  -  except as specifically described in the following summary, a tax-exempt
     entity or a foreign person.

The Internal Revenue Code sections that govern federal income tax qualification
and treatment of a REIT and its shareholders are complex. This presentation is a
summary of applicable Internal Revenue Code provisions, related rules and
regulations and administrative and judicial interpretations, all of which are
subject to change, possibly with retroactive effect. Future legislative,
judicial, or administrative actions or decisions could affect the accuracy of
statements made in this summary. For example, President Bush has recently
proposed eliminating federal tax on dividends to the extent the dividends are
derived from previously taxed income. Federal income taxation of REIT dividends
would not change under this proposal because REITs generally do not pay federal
income tax on their net income. As a result of the general exemption from
federal income tax, under existing law REITs may enjoy a relative value
advantage over dividend-paying corporations that are not REITs. If legislation
is enacted which eliminates or reduces federal tax on

                                        6
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corporate dividends but not REIT dividends, the market price of our shares may
decline. We have not received a ruling from the IRS with respect to any matter
described in this summary, and we cannot assure you that the IRS or a court will
agree with the statements made in this summary. In addition, this summary is not
exhaustive of all possible tax consequences, and does not discuss any estate,
gift, state, local, or foreign tax consequences. For all these reasons, we urge
you and any prospective acquiror of our shares to consult with a tax advisor
about the federal income tax and other tax consequences of the acquisition,
ownership and disposition of our shares. Our intentions and beliefs described in
this summary are based upon our understanding of applicable laws and regulations
which are in effect as of the date of this Form 10-K. If new laws or regulations
are enacted which impact us directly or indirectly, we may change our intentions
or beliefs.

     Your federal income tax consequences may differ depending on whether or not
you are a "U.S. shareholder." For purposes of this summary, a "U.S. shareholder"
for federal income tax purposes is:

  -  a citizen or resident of the United States, including an alien individual
     who is a lawful permanent resident of the United States or meets the
     substantial presence residency test under the federal income tax laws;

  -  an entity treated as a corporation or partnership for federal income tax
     purposes, that is created or organized in or under the laws of the United
     States, any state thereof or the District of Columbia, unless otherwise
     provided by Treasury regulations;

  -  an estate the income of which is subject to federal income taxation
     regardless of its source; or

  -  a trust if a court within the United States is able to exercise primary
     supervision over the administration of the trust and one or more United
     States persons have the authority to control all substantial decisions of
     the trust, or electing trusts in existence on August 20, 1996, to the
     extent provided in Treasury regulations;

whose status as a U.S. shareholder is not overridden by an applicable tax
treaty. Conversely, a "non-U.S. shareholder" is a beneficial owner of our shares
who is not a U.S. shareholder.

TAXATION AS A REIT

     We have elected to be taxed as a REIT under Sections 856 through 860 of the
Internal Revenue Code, commencing with our taxable year ending December 31,
1995. Our REIT election, assuming continuing compliance with the qualification
tests summarized below, continues in effect for subsequent taxable years.
Although no assurance can be given, we believe that we are organized, have
operated, and will continue to operate in a manner that qualifies us to be taxed
under the Internal Revenue Code as a REIT.

     As a REIT, we generally are not subject to federal income tax on our net
income distributed as dividends to our shareholders. Distributions to our
shareholders generally are included in their income as dividends to the extent
of our current or accumulated earnings and profits. A portion of these dividends
may be treated as capital gain dividends, as explained below. No portion of any
dividends are eligible for the dividends received deduction for corporate
shareholders. Distributions in excess of current or accumulated earnings and
profits generally are treated for federal income tax purposes as return of
capital to the extent of a recipient shareholder's basis in our shares, and will
reduce this basis. Our current or accumulated earnings and profits are generally
allocated first to distributions made on our preferred shares, and thereafter to
distributions made on our common shares.

     Our counsel, Sullivan & Worcester LLP, has opined that we have been
organized and have qualified as a REIT under the Internal Revenue Code for our
1995 through 2002 taxable years, and that our current investments and plan of
operation enable us to meet the requirements for qualification and taxation as a
REIT under the Internal Revenue Code. Our qualification and taxation as a REIT
will depend upon our compliance with various qualification tests imposed under
the Internal Revenue Code and summarized below. While we believe that we will
satisfy these tests, our counsel has not reviewed and will not review compliance
with these tests on a continuing basis. If we fail to qualify as a REIT, we will
be subject to federal income taxation as if we were a C corporation and our
shareholders will be

                                        7
<Page>

taxed like shareholders of C corporations. In this event, we could be subject to
significant tax liabilities, and the amount of cash available for distribution
to our shareholders may be reduced or eliminated.

     If we qualify as a REIT and meet the tests described below, we generally
will not pay federal income tax on amounts we distribute to our shareholders.
However, even if we qualify as a REIT, we may be subject to federal tax in the
following circumstances:

  -  We will be taxed at regular corporate rates on any undistributed "real
     estate investment trust taxable income," including our undistributed net
     capital gains.

  -  If our alternative minimum taxable income exceeds our taxable income, we
     may be subject to the corporate alternative minimum tax on our items of tax
     preference.

  -  If we have net income from the disposition of "foreclosure property" that
     is held primarily for sale to customers in the ordinary course of business
     or other nonqualifying income from foreclosure property, we will be subject
     to tax on this income at the highest regular corporate rate, currently 35%.

  -  If we have net income from prohibited transactions, including dispositions
     of inventory or property held primarily for sale to customers in the
     ordinary course of business other than foreclosure property, we will be
     subject to tax on this income at a 100% rate.

  -  If we fail to satisfy the 75% gross income test or the 95% gross income
     test discussed below, but nonetheless maintain our qualification as a REIT,
     we will be subject to tax at a 100% rate on the greater of the amount by
     which we fail the 75% or the 95% test, with adjustments, multiplied by a
     fraction intended to reflect our profitability.

  -  If we fail to distribute for any calendar year at least the sum of 85% of
     our REIT ordinary income for that year, 95% of our REIT capital gain net
     income for that year, and any undistributed taxable income from prior
     periods, we will be subject to a 4% excise tax on the excess of the
     required distribution over the amounts actually distributed.

  -  If we acquire an asset from a corporation in a transaction in which our
     basis in the asset is determined by reference to the basis of the asset in
     the hands of a present or former C corporation, and if we subsequently
     recognize gain on the disposition of this asset during the ten year period
     beginning on the date on which the asset ceased to be owned by the C
     corporation, then we will pay tax at the highest regular corporate tax
     rate, which is currently 35%, on the lesser of the excess of the fair
     market value of the asset over the C corporation's basis in the asset on
     the date the asset ceased to be owned by the C corporation, or the gain
     recognized in the disposition.

  -  If we acquire a corporation, to preserve our status as a REIT we must
     generally distribute all of the C corporation earnings and profits
     inherited in that acquisition, if any, not later than the end of the
     taxable year of the acquisition. However, if we fail to do so, relief
     provisions would allow us to maintain our status as a REIT provided we
     distribute any subsequently discovered C corporation earnings and profits
     and pay an interest charge in respect of the period of delayed
     distribution.

  -  As summarized below, REITs are permitted within limits to own stock and
     securities of a "taxable REIT subsidiary." A taxable REIT subsidiary is
     separately taxed on its net income as a C corporation, and is subject to
     limitations on the deductibility of interest expense paid to its REIT
     parent. In addition, its REIT parent is subject to a 100% tax on the
     difference between amounts charged and redetermined rents and deductions,
     including excess interest.

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     If we invest in properties in foreign countries, our profits from those
investments will generally be subject to tax in those countries. If we continue
to operate as we currently do, then we will distribute our taxable income to our
shareholders and we will generally not pay federal income tax. As a result, the
cost of foreign taxes imposed on our foreign investments cannot be recovered by
claiming foreign tax credits against our federal income tax liability. Also, we
cannot pass through to our shareholders any foreign tax credits.

     If we fail to qualify or elect not to qualify as a REIT, we will be subject
to federal income tax in the same manner as a C corporation. Distributions to
our shareholders if we do not qualify as a REIT will not be deductible by us nor
will distributions be required under the Internal Revenue Code. In that event,
distributions to our shareholders will generally be taxable as ordinary
dividends and, subject to limitations in the Internal Revenue Code, will be
eligible for the dividends received deduction for corporate shareholders. Also,
we will generally be disqualified from qualification as a REIT for the four
taxable years following disqualification. If we do not qualify as a REIT for
even one year, this could result in reduction or elimination of distributions to
our shareholders, or in our incurring substantial indebtedness or liquidating
substantial investments in order to pay the resulting corporate-level taxes.

REIT QUALIFICATION REQUIREMENTS

     GENERAL REQUIREMENTS. Section 856(a) of the Internal Revenue Code defines a
REIT as a corporation, trust or association:

     (1)    that is managed by one or more trustees or directors;

     (2)    the beneficial ownership of which is evidenced by transferable
            shares or by transferable certificates of beneficial interest;

     (3)    that would be taxable, but for Sections 856 through 859 of the
            Internal Revenue Code, as a C corporation;

     (4)    that is not a financial institution or an insurance company subject
            to special provisions of the Internal Revenue Code;

     (5)    the beneficial ownership of which is held by 100 or more persons;

     (6)    that is not "closely held" as defined under the personal holding
            company stock ownership test, as described below; and

     (7)    that meets other tests regarding income, assets and distributions,
            all as described below.

Section 856(b) of the Internal Revenue Code provides that conditions (1) through
(4) must be met during the entire taxable year and that condition (5) must be
met during at least 335 days of a taxable year of 12 months, or during a pro
rata part of a taxable year of less than 12 months. Section 856(h)(2) of the
Internal Revenue Code provides that neither condition (5) nor (6) need be met
for our first taxable year as a REIT. We believe that we have met conditions (1)
through (7) during each of the requisite periods ending on or before December
31, 2002, and that we can continue to meet these conditions in future taxable
years. There can, however, be no assurance in this regard.

     By reason of condition (6), we will fail to qualify as a REIT for a taxable
year if at any time during the last half of a year more than 50% in value of our
outstanding shares is owned directly or indirectly by five or fewer individuals.
To help comply with condition (6), our declaration of trust restricts transfers
of our shares. In addition, if we comply with applicable Treasury regulations to
ascertain the ownership of our shares and do not know, or by exercising
reasonable diligence would not have known, that we failed condition (6), then we
will be treated as having met condition (6). However, our failure to comply with
these regulations for ascertaining ownership may result in a penalty of $25,000,
or $50,000 for intentional violations. Accordingly, we intend to comply with
these regulations, and to

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request annually from record holders of significant percentages of our shares
information regarding the ownership of our shares. Under our declaration of
trust, our shareholders are required to respond to these requests for
information.

     For purposes of condition (6), REIT shares held by a pension trust are
treated as held directly by the pension trust's beneficiaries in proportion to
their actuarial interests in the pension trust. Consequently, five or fewer
pension trusts could own more than 50% of the interests in an entity without
jeopardizing that entity's federal income tax qualification as a REIT. However,
as discussed below, if a REIT is a "pension-held REIT," each pension trust
owning more than 10% of the REIT's shares by value generally may be taxed on a
portion of the dividends it receives from the REIT.

     OUR WHOLLY-OWNED SUBSIDIARIES AND OUR INVESTMENTS THROUGH PARTNERSHIPS.
Except in respect of taxable REIT subsidiaries as discussed below, Section
856(i) of the Internal Revenue Code provides that any corporation, 100% of whose
stock is held by a REIT, is a qualified REIT subsidiary and shall not be treated
as a separate corporation. The assets, liabilities and items of income,
deduction and credit of a qualified REIT subsidiary are treated as the REIT's.
We believe that each of our direct and indirect wholly-owned subsidiaries, other
than the taxable REIT subsidiaries discussed below, will either be a qualified
REIT subsidiary within the meaning of Section 856(i) of the Internal Revenue
Code, or a noncorporate entity that for federal income tax purposes is not
treated as separate from its owner under regulations issued under Section 7701
of the Internal Revenue Code. Thus, except for the taxable REIT subsidiaries
discussed below, in applying all the federal income tax REIT qualification
requirements described in this summary, all assets, liabilities and items of
income, deduction and credit of our direct and indirect wholly-owned
subsidiaries are treated as ours.

     We may invest in real estate through one or more limited or general
partnerships or limited liability companies that are treated as partnerships for
federal income tax purposes. In the case of a REIT that is a partner in a
partnership, regulations under the Internal Revenue Code provide that, for
purposes of the REIT qualification requirements regarding income and assets
discussed below, the REIT is deemed to own its proportionate share of the assets
of the partnership corresponding to the REIT's proportionate capital interest in
the partnership and is deemed to be entitled to the income of the partnership
attributable to this proportionate share. In addition, for these purposes, the
character of the assets and gross income of the partnership generally retain the
same character in the hands of the REIT. Accordingly, our proportionate share of
the assets, liabilities, and items of income of each partnership in which we are
a partner is treated as ours for purposes of the income tests and asset tests
discussed below. In contrast, for purposes of the distribution requirement
discussed below, we must take into account as a partner our share of the
partnership's income as determined under the general federal income tax rules
governing partners and partnerships under Sections 701 through 777 of the
Internal Revenue Code.

     TAXABLE REIT SUBSIDIARIES. We are permitted to own any or all of the
securities of a "taxable REIT subsidiary" as defined in Section 856(l) of the
Internal Revenue Code, provided that no more than 20% of our assets, at the
close of each quarter, is comprised of our investments in the stock or
securities of our taxable REIT subsidiaries. Among other requirements, a taxable
REIT subsidiary must:

     (1) be a non-REIT corporation for federal income tax purposes in which we
directly or indirectly own shares;

     (2) join with us in making a taxable REIT subsidiary election;

     (3) not directly or indirectly operate or manage a lodging facility or a
health care facility; and

     (4) not directly or indirectly provide to any person, under a franchise,
license, or otherwise, rights to any brand name under which any lodging facility
or health care facility is operated, except that in limited circumstances a
subfranchise, sublicense or similar right can be granted to an independent
contractor to operate or manage a lodging facility.

     In addition, a corporation other than a REIT in which a taxable REIT
subsidiary directly or indirectly owns more than 35% of the voting power or
value will automatically be treated as a taxable REIT subsidiary. Subject to the
discussion below, we believe that we and each of our taxable REIT subsidiaries
have complied with, and will continue to comply with, the requirements for
taxable REIT subsidiary

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status during all times each subsidiary's taxable REIT subsidiary election
remains in effect, and we believe that the same will be true for any taxable
REIT subsidiary that we later form or acquire.

     Our ownership of stock and securities in taxable REIT subsidiaries is
exempt from the 10% and 5% REIT asset tests discussed below. Also, as discussed
below, taxable REIT subsidiaries can perform services for our tenants without
disqualifying the rents we receive from those tenants under the 75% or 95% gross
income tests discussed below. Moreover, because taxable REIT subsidiaries are
taxed as C corporations that are separate from us, their assets, liabilities and
items of income, deduction and credit are not imputed to us for purposes of the
REIT qualification requirements described in this summary. Therefore, taxable
REIT subsidiaries can generally undertake third-party management and development
activities and activities not related to real estate. Finally, a REIT can earn
qualifying rental income from the lease of a qualified lodging facility to a
taxable REIT subsidiary, so long as the taxable REIT subsidiary hires an
eligible independent contractor to operate the facility, as discussed more fully
below.

     Restrictions are imposed on taxable REIT subsidiaries to ensure that they
will be subject to an appropriate level of federal income taxation. For example,
a taxable REIT subsidiary may not deduct interest paid in any year to an
affiliated REIT to the extent that the interest payments exceed, generally, 50%
of the taxable REIT subsidiary's adjusted taxable income for that year. However,
the taxable REIT subsidiary may carry forward the disallowed interest expense to
a succeeding year, and deduct the interest in that later year subject to that
year's 50% adjusted taxable income limitation. In addition, if a taxable REIT
subsidiary pays interest, rent, or other amounts to its affiliated REIT in an
amount that exceeds what an unrelated third party would have paid in an arm's
length transaction, then the REIT generally will be subject to an excise tax
equal to 100% of the excessive portion of the payment. Finally, if in comparison
to an arm's length transaction, a tenant has overpaid rent to the REIT in
exchange for underpaying the taxable REIT subsidiary for services rendered, then
the REIT may be subject to an excise tax equal to 100% of the overpayment. There
can be no assurance that arrangements involving our taxable REIT subsidiaries
will not result in the imposition of one or more of these deduction limitations
or excise taxes, but we do not believe that we are or will be subject to these
impositions.

     INCOME TESTS. There are two gross income requirements for qualification as
a REIT under the Internal Revenue Code:

  -  At least 75% of our gross income, excluding gross income from sales or
     other dispositions of property held primarily for sale, must be derived
     from investments relating to real property, including "rents from real
     property" as defined under Section 856 of the Internal Revenue Code,
     mortgages on real property, or shares in other REITs. When we receive new
     capital in exchange for our shares or in a public offering of five-year or
     longer debt instruments, income attributable to the temporary investment of
     this new capital in stock or a debt instrument, if received or accrued
     within one year of our receipt of the new capital, is generally also
     qualifying income under the 75% test.

  -  At least 95% of our gross income, excluding gross income from sales or
     other dispositions of property held primarily for sale, must be derived
     from a combination of items of real property income that satisfy the 75%
     test described above, dividends, interest, payments under interest rate
     swap or cap agreements, options, futures contracts, forward rate
     agreements, or similar financial instruments, and gains from the sale or
     disposition of stock, securities, or real property.

For purposes of these two requirements, income derived from a "shared
appreciation provision" in a mortgage loan is generally treated as gain
recognized on the sale of the property to which it relates. Although we will use
our best efforts to ensure that the income generated by our investments will be
of a type which satisfies both the 75% and 95% gross income tests, there can be
no assurance in this regard.

     In order to qualify as "rents from real property" under Section 856 of the
Internal Revenue Code, several requirements must be met:

  -  The amount of rent received generally must not be based on the income or
     profits of any person, but may be based on receipts or sales.

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  -  Rents do not qualify if the REIT owns 10% or more by vote or value of the
     tenant, whether directly or after application of attribution rules. While
     we intend not to lease property to any party if rents from that property
     would not qualify as rents from real property, application of the 10%
     ownership rule is dependent upon complex attribution rules and
     circumstances that may be beyond our control. For example, an unaffiliated
     third party's ownership directly or by attribution of 10% or more by value
     of our shares, as well as 10% or more by vote or value of the stock of one
     of our tenants, would result in that tenant's rents not qualifying as rents
     from real property. Our declaration of trust restricts transfers or
     purported acquisitions, directly or by attribution, of our shares to the
     extent necessary to maintain our REIT status under the Internal Revenue
     Code. Nevertheless, there can be no assurance that these provisions in our
     declaration of trust will be effective to prevent our REIT status from
     being jeopardized under the 10% affiliated tenant rule. Furthermore, there
     can be no assurance that we will be able to monitor and enforce these
     restrictions, nor will our shareholders necessarily be aware of ownership
     of shares attributed to them under the Internal Revenue Code's attribution
     rules.

  -  For our 2001 taxable year and thereafter, there is a limited exception to
     the above prohibition on earning "rents from real property" from a 10%
     affiliated tenant, if the tenant is a taxable REIT subsidiary. If at least
     90% of the leased space of a property is leased to tenants other than
     taxable REIT subsidiaries and 10% affiliated tenants, and if the taxable
     REIT subsidiary's rent for space at that property is substantially
     comparable to the rents paid by nonaffiliated tenants for comparable space
     at the property, then otherwise qualifying rents paid by the taxable REIT
     subsidiary to the REIT will not be disqualified on account of the rule
     prohibiting 10% affiliated tenants.

  -  For our 2001 taxable year and thereafter, there is a second exception to
     the above prohibition on earning "rents from real property" from a 10%
     affiliated tenant. For this second exception to apply, a real property
     interest in a "qualified lodging facility" must be leased by the REIT to
     its taxable REIT subsidiary, and the facility must be operated on behalf of
     the taxable REIT subsidiary by a person who is an "eligible independent
     contractor." Qualified lodging facilities are defined as hotels, motels, or
     other establishments where more than half of the dwelling units are used on
     a transient basis, provided that legally authorized wagering or gambling
     activities are not conducted at or in connection with such facilities. Also
     included in the definition are the qualified lodging facility's customary
     amenities and facilities. An eligible independent contractor with respect
     to a qualified lodging facility is defined as an independent contractor if,
     at the time the contractor enters into the agreement with the taxable REIT
     subsidiary to operate the qualified lodging facility, that contractor or
     any person related to that contractor is actively engaged in the trade or
     business of operating qualified lodging facilities for persons unrelated to
     the taxable REIT subsidiary or its affiliated REIT. For these purposes, an
     otherwise qualifying independent contractor is not disqualified from that
     status on account of the taxable REIT subsidiary bearing the expenses for
     the operation of the qualified lodging facility, the taxable REIT
     subsidiary receiving the revenues from the operation of the qualified
     lodging facility, net of expenses for that operation and fees payable to
     the independent contractor, or the REIT receiving income from the
     independent contractor pursuant to a preexisting or otherwise grandfathered
     lease of another property. Also, as explained above, we will be subject to
     a 100% excise tax if the IRS successfully asserts that the rents paid by
     our taxable REIT subsidiary to us exceed an arm's length rental rate. In
     June 2001, we acquired 4 hotels and agreed to lease these hotels, along
     with 31 other hotels then currently leased to tenants unaffiliated with us,
     to a taxable REIT subsidiary. Our taxable REIT subsidiary engaged
     independent managers to operate these 35 hotels. To date, 22 hotels are
     leased and managed in this fashion, and the remaining 13 hotels will begin
     to be leased and managed in this manner prior to June 30, 2004. Although
     there is no clear precedent to distinguish for federal income tax purposes
     among leases, management contracts, partnerships, financings, and other
     contractual arrangements, we believe that our leases and our taxable REIT
     subsidiary's management agreements will be respected for purposes of the
     requirements of the Internal Revenue Code discussed above. Accordingly, we
     expect that the rental income from our current and future taxable REIT
     subsidiaries will qualify favorably as "rents from real property," and that
     the 100% excise tax on excessive rents from a taxable REIT subsidiary will
     not apply.

  -  In order for rents to qualify, we generally must not manage the property or
     furnish or render services to the tenants of the property, except through
     an independent contractor from whom we derive no income or, for our 2001
     taxable year and thereafter, through one of our taxable REIT subsidiaries.
     There is an exception to this rule permitting a REIT to perform customary
     tenant services of the sort which a tax-exempt organization could perform
     without being considered in receipt of "unrelated business taxable income"
     as defined in Section 512(b)(3) of the Internal Revenue Code. In addition,
     a DE MINIMIS amount of noncustomary services will not disqualify income as
     "rents from real property" so long as the value of the impermissible
     services does not exceed 1% of the gross income from the property.

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  -  If rent attributable to personal property leased in connection with a lease
     of real property is 15% or less of the total rent received under the lease,
     then the rent attributable to personal property will qualify as "rents from
     real property"; if this 15% threshold is exceeded, the rent attributable to
     personal property will not so qualify. For our taxable years through
     December 31, 2000, the portion of rental income treated as attributable to
     personal property was determined according to the ratio of the tax basis of
     the personal property to the total tax basis of the real and personal
     property which is rented. For our 2001 taxable year and thereafter, the
     ratio is determined by reference to fair market values rather than tax
     bases.

We believe that all or substantially all our rents have qualified and will
qualify as rents from real property for purposes of Section 856 of the Internal
Revenue Code.

     In order to qualify as mortgage interest on real property for purposes of
the 75% test, interest must derive from a mortgage loan secured by real property
with a fair market value, at the time the loan is made, at least equal to the
amount of the loan. If the amount of the loan exceeds the fair market value of
the real property, the interest will be treated as interest on a mortgage loan
in a ratio equal to the ratio of the fair market value of the real property to
the total amount of the mortgage loan.

     Any gain we realize on the sale of property held as inventory or other
property held primarily for sale to customers in the ordinary course of business
will be treated as income from a prohibited transaction that is subject to a
penalty tax at a 100% rate. This prohibited transaction income also may
adversely affect our ability to satisfy the 75% and 95% gross income tests for
federal income tax qualification as a REIT. We cannot provide assurances as to
whether or not the IRS might successfully assert that one or more of our
dispositions is subject to the 100% penalty tax. However, we believe that
dispositions of assets that we have made or that we might make in the future
will not be subject to the 100% penalty tax, because we intend to:

  -  own our assets for investment with a view to long-term income production
     and capital appreciation;

  -  engage in the business of developing, owning and operating our existing
     properties and acquiring, developing, owning and operating new properties;
     and

  -  make occasional dispositions of our assets consistent with our long-term
     investment objectives.

     If we fail to satisfy one or both of the 75% or 95% gross income tests for
any taxable year, we may nevertheless qualify as a REIT for that year if:

  -  our failure to meet the test was due to reasonable cause and not due to
     willful neglect;

  -  we report the nature and amount of each item of our income included in the
     75% or 95% gross income tests for that taxable year on a schedule attached
     to our tax return; and

  -  any incorrect information on the schedule was not due to fraud with intent
     to evade tax.

It is impossible to state whether in all circumstances we would be entitled to
the benefit of this relief provision for the 75% and 95% gross income tests.
Even if this relief provision did apply, a special tax equal to 100% is imposed
upon the greater of the amount by which we failed the 75% test or the 95% test,
with adjustments, multiplied by a fraction intended to reflect our
profitability.

     ASSET TESTS. At the close of each quarter of each taxable year, we must
also satisfy these asset percentage tests in order to qualify as a REIT for
federal income tax purposes:

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  -  At least 75% of our total assets must consist of real estate assets, cash
     and cash items, shares in other REITs, government securities, and stock or
     debt instruments purchased with proceeds of a stock offering or an offering
     of our debt with a term of at least five years, but only for the one-year
     period commencing with our receipt of the offering proceeds.

  -  Not more than 25% of our total assets may be represented by securities
     other than those securities that count favorably toward the preceding 75%
     asset test.

  -  Of the investments included in the preceding 25% asset class, the value of
     any one non-REIT issuer's securities that we own may not exceed 5% of the
     value of our total assets, and we may not own more than 10% of any one
     non-REIT issuer's outstanding voting securities. For our 2001 taxable year
     and thereafter, we may not own more than 10% of the vote or value of any
     one non-REIT issuer's outstanding securities, unless that issuer is our
     taxable REIT subsidiary or the securities are straight debt securities.

  -  For our 2001 taxable year and thereafter, our stock and securities in a
     taxable REIT subsidiary are exempted from the preceding 10% and 5% asset
     tests. However, no more than 20% of our total assets may be represented by
     stock or securities of taxable REIT subsidiaries.

When a failure to satisfy the above asset tests results from an acquisition of
securities or other property during a quarter, the failure can be cured by
disposition of sufficient nonqualifying assets within 30 days after the close of
that quarter. We intend to maintain records of the value of our assets to
document our compliance with the above asset tests, and to take actions as may
be required to cure any failure to satisfy the tests within 30 days after the
close of any quarter.

     ANNUAL DISTRIBUTION REQUIREMENTS. In order to qualify for taxation as a
REIT under the Internal Revenue Code, we are required to make annual
distributions other than capital gain dividends to our shareholders in an amount
at least equal to the excess of:

     (A)    the sum of 90% of our "real estate investment trust taxable income,"
as defined in Section 857 of the Internal Revenue Code, computed by excluding
any net capital gain and before taking into account any dividends paid deduction
for which we are eligible, and 90% of our net income after tax, if any, from
property received in foreclosure, over

     (B)    the sum of our qualifying noncash income, E.G., imputed rental
income or income from transactions inadvertently failing to qualify as like-kind
exchanges.

Prior to our 2001 taxable year, the preceding 90% percentages were 95%. The
distributions must be paid in the taxable year to which they relate, or in the
following taxable year if declared before we timely file our tax return for the
earlier taxable year and if paid on or before the first regular distribution
payment after that declaration. If a dividend is declared in October, November,
or December to shareholders of record during one of those months, and is paid
during the following January, then for federal income tax purposes the dividend
will be treated as having been both paid and received on December 31 of the
prior taxable year. A distribution which is not pro rata within a class of our
beneficial interests entitled to a distribution, or which is not consistent with
the rights to distributions among our classes of beneficial interests, is a
preferential distribution that is not taken into consideration for purposes of
the distribution requirements, and accordingly the payment of a preferential
distribution could affect our ability to meet the distribution requirements.
Taking into account our distribution policies, including the dividend
reinvestment plan we have adopted, we expect that we will not make any
preferential distributions. The distribution requirements may be waived by the
IRS if a REIT establishes that it failed to meet them by reason of distributions
previously made to meet the requirements of the 4% excise tax discussed below.
To the extent that we do not distribute all of our net capital gain and all of
our real estate investment trust taxable income, as adjusted, we will be subject
to tax on undistributed amounts.

     In addition, we will be subject to a 4% excise tax to the extent we fail
within a calendar year to make required distributions to our shareholders of 85%
of our ordinary income and 95% of our capital gain net income plus the excess,
if any, of the "grossed up required distribution" for the preceding calendar
year over the amount treated as distributed for that preceding calendar year.
For this purpose, the term "grossed up required distribution" for any calendar
year is the sum of our taxable income for the calendar year without regard to
the deduction for dividends paid and all amounts from earlier years that are not
treated as having been distributed under the provision.

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     If we do not have enough cash or other liquid assets to meet the 90%
distribution requirements, we may find it necessary and desirable to arrange for
new debt or equity financing to provide funds for required distributions in
order to maintain our REIT status. We can provide no assurance that financing
would be available for these purposes on favorable terms.

     We may be able to rectify a failure to pay sufficient dividends for any
year by paying "deficiency dividends" to shareholders in a later year. These
deficiency dividends may be included in our deduction for dividends paid for the
earlier year, but an interest charge would be imposed upon us for the delay in
distribution. Although we may be able to avoid being taxed on amounts
distributed as deficiency dividends, we will remain liable for the 4% excise tax
discussed above.

     In addition to the other distribution requirements above, to preserve our
status as a REIT we are required to timely distribute C corporation earnings and
profits that we inherit from acquired corporations.

DEPRECIATION AND FEDERAL INCOME TAX TREATMENT OF LEASES

     Our initial tax bases in our assets will generally be our acquisition cost.
We will generally depreciate our real property on a straight-line basis over 40
years and our personal property over 9 years. These depreciation schedules may
vary for properties that we acquire through tax-free or carryover basis
acquisitions.

     We are entitled to depreciation deductions from our facilities only if we
are treated for federal income tax purposes as the owner of the facilities. This
means that the leases of the facilities must be classified for federal income
tax purposes as true leases, rather than as sales or financing arrangements, and
we believe this to be the case. In the case of sale-leaseback arrangements, the
IRS could assert that we realized prepaid rental income in the year of purchase
to the extent that the value of a leased property, at the time of purchase,
exceeded the purchase price for that property. While we believe that the value
of leased property at the time of purchase did not exceed purchase prices,
because of the lack of clear precedent we cannot provide assurances as to
whether the IRS might successfully assert the existence of prepaid rental income
in any of our sale-leaseback transactions.

TAXATION OF U.S. SHAREHOLDERS

     As long as we qualify as a REIT for federal income tax purposes, a
distribution to our U.S. shareholders that we do not designate as a capital gain
dividend will be treated as an ordinary income dividend to the extent of our
current or accumulated earnings and profits. Distributions made out of our
current or accumulated earnings and profits that we properly designate as
capital gain dividends will be taxed as long-term capital gains, as discussed
below, to the extent they do not exceed our actual net capital gain for the
taxable year. However, corporate shareholders may be required to treat up to 20%
of any capital gain dividend as ordinary income under Section 291 of the
Internal Revenue Code.

     In addition, we may elect to retain net capital gain income and treat it as
constructively distributed. In that case:

     (1)    we will be taxed at regular corporate capital gains tax rates on
retained amounts;

     (2)    each U.S. shareholder will be taxed on its designated proportionate
share of our retained net capital gains as though that amount were distributed
and designated a capital gain dividend;

     (3)    each U.S. shareholder will receive a credit for its designated
proportionate share of the tax that we pay;

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     (4)    each U.S. shareholder will increase its adjusted basis in our shares
by the excess of the amount of its proportionate share of these retained net
capital gains over its proportionate share of this tax that we pay; and

     (5)    both we and our corporate shareholders will make commensurate
adjustments in our respective earnings and profits for federal income tax
purposes.

If we elect to retain our net capital gains in this fashion, we will notify our
U.S. shareholders of the relevant tax information within 60 days after the close
of the affected taxable year.

     For noncorporate U.S. shareholders, long-term capital gains are generally
taxed at maximum rates of 20% or 25%, depending upon the type of property
disposed of and the previously claimed depreciation with respect to this
property. If for any taxable year we designate capital gain dividends for U.S.
shareholders, then the portion of the capital gain dividends we designate will
be allocated to the holders of a particular class of shares on a percentage
basis equal to the ratio of the amount of the total dividends paid or made
available for the year to the holders of that class of shares to the total
dividends paid or made available for the year to holders of all classes of our
shares. We will similarly designate the portion of any capital gain dividend
that is to be taxed to noncorporate U.S. shareholders at the maximum rates of
20% or 25% so that the designations will be proportionate among all classes of
our shares.

     Distributions in excess of current or accumulated earnings and profits will
not be taxable to a U.S. shareholder to the extent that they do not exceed the
shareholder's adjusted tax basis in the shareholder's shares, but will reduce
the shareholder's basis in those shares. To the extent that these excess
distributions exceed the adjusted basis of a U.S. shareholder's shares, they
will be included in income as capital gain, with long-term gain generally taxed
to noncorporate U.S. shareholders at a maximum rate of 20%. No U.S. shareholder
may include on his federal income tax return any of our net operating losses or
any of our capital losses.

     Dividends that we declare in October, November or December of a taxable
year to U.S. shareholders of record on a date in those months will be deemed to
have been received by shareholders on December 31 of that taxable year, provided
we actually pay these dividends during the following January. Also, items that
are treated differently for regular and alternative minimum tax purposes are to
be allocated between a REIT and its shareholders under Treasury regulations
which are to be prescribed. It is possible that these Treasury regulations will
require tax preference items to be allocated to our shareholders with respect to
any accelerated depreciation or other tax preference items that we claim.

     A U.S. shareholder will recognize gain or loss equal to the difference
between the amount realized and the shareholder's adjusted basis in our shares
which are sold or exchanged. This gain or loss will be capital gain or loss, and
will be long-term capital gain or loss if the shareholder's holding period in
the shares exceeds one year. In addition, any loss upon a sale or exchange of
our shares held for six months or less will generally be treated as a long-term
capital loss to the extent of our long-term capital gain dividends during the
holding period.

     Noncorporate U.S. shareholders who borrow funds to finance their
acquisition of our shares could be limited in the amount of deductions allowed
for the interest paid on the indebtedness incurred. Under Section 163(d) of the
Internal Revenue Code, interest paid or accrued on indebtedness incurred or
continued to purchase or carry property held for investment is generally
deductible only to the extent of the investor's net investment income. A U.S.
shareholder's net investment income will include ordinary income dividend
distributions received from us and, if an appropriate election is made by the
shareholder, capital gain dividend distributions received from us; however,
distributions treated as a nontaxable return of the shareholder's basis will not
enter into the computation of net investment income.

TAXATION OF TAX-EXEMPT SHAREHOLDERS

     In Revenue Ruling 66-106, the IRS ruled that amounts distributed by a REIT
to a tax-exempt employees' pension trust did not constitute "unrelated business
taxable income," even though the REIT may have financed some its activities with
acquisition indebtedness. Although revenue rulings are interpretive in nature
and subject to revocation or modification by the IRS, based upon the analysis
and

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conclusion of Revenue Ruling 66-106, our distributions made to shareholders that
are tax-exempt pension plans, individual retirement accounts, or other
qualifying tax-exempt entities should not constitute unrelated business taxable
income, unless the shareholder has financed its acquisition of our shares with
"acquisition indebtedness" within the meaning of the Internal Revenue Code.

     Tax-exempt pension trusts, including so-called 401(k) plans but excluding
individual retirement accounts or government pension plans, that own more than
10% by value of a "pension-held REIT" at any time during a taxable year may be
required to treat a percentage of all dividends received from the pension-held
REIT during the year as unrelated business taxable income. This percentage is
equal to the ratio of:

     (1)    the pension-held REIT's gross income derived from the conduct of
unrelated trades or businesses, determined as if the pension-held REIT were a
tax-exempt pension fund, less direct expenses related to that income, to

     (2)    the pension-held REIT's gross income from all sources, less direct
expenses related to that income,

except that this percentage shall be deemed to be zero unless it would otherwise
equal or exceed 5%. A REIT is a pension-held REIT if:

  -  the REIT is "predominantly held" by tax-exempt pension trusts; and

  -  the REIT would fail to satisfy the "closely held" ownership requirement
     discussed above if the stock or beneficial interests in the REIT held by
     tax-exempt pension trusts were viewed as held by tax-exempt pension trusts
     rather than by their respective beneficiaries.

A REIT is predominantly held by tax-exempt pension trusts if at least one
tax-exempt pension trust owns more than 25% by value of the REIT's stock or
beneficial interests, or if one or more tax-exempt pension trusts, each owning
more than 10% by value of the REIT's stock or beneficial interests, own in the
aggregate more than 50% by value of the REIT's stock or beneficial interests.
Because of the share ownership concentration restrictions in our declaration of
trust, we believe that we are not and will not be a pension-held REIT. However,
because our shares are publicly traded, we cannot completely control whether or
not we are or will become a pension-held REIT.

TAXATION OF NON-U.S. SHAREHOLDERS

     The rules governing the United States federal income taxation of non-U.S.
shareholders are complex, and the following discussion is intended only as a
summary of these rules. If you are a non-U.S. shareholder, we urge you to
consult with your own tax advisor to determine the impact of United States
federal, state, local, and foreign tax laws, including any tax return filing and
other reporting requirements, with respect to your investment in our shares.

     In general, a non-U.S. shareholder will be subject to regular United States
federal income tax in the same manner as a U.S. shareholder with respect to its
investment in our shares if that investment is effectively connected with the
non-U.S. shareholder's conduct of a trade or business in the United States. In
addition, a corporate non-U.S. shareholder that receives income that is or is
deemed effectively connected with a trade or business in the United States may
also be subject to the 30% branch profits tax under Section 884 of the Internal
Revenue Code, which is payable in addition to regular United States federal
corporate income tax. The balance of this discussion of the United States
federal income taxation of non-U.S. shareholders addresses only those non-U.S.
shareholders whose investment in our shares is not effectively connected with
the conduct of a trade or business in the United States.

     A distribution by us to a non-U.S. shareholder that is not attributable to
gain from the sale or exchange of a United States real property interest and
that is not designated as a capital gain dividend will be treated as an ordinary
income dividend to the extent that it is made out of current or accumulated
earnings and profits. A distribution of this type will generally be subject to
United States federal

                                       17
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income tax and withholding at the rate of 30%, or lower rate if the non-U.S.
shareholder has in the manner prescribed by the IRS demonstrated its entitlement
to benefits under a tax treaty. Because we cannot determine our current and
accumulated earnings and profits until the end of the taxable year, withholding
at the rate of 30% or applicable lower treaty rate will generally be imposed on
the gross amount of any distribution to a non-U.S. shareholder that we make and
do not designate a capital gain dividend. Notwithstanding this withholding on
distributions in excess of our current and accumulated earnings and profits,
these distributions are a nontaxable return of capital to the extent that they
do not exceed the non-U.S. shareholder's adjusted basis in our shares, and the
nontaxable return of capital will reduce the adjusted basis in these shares. To
the extent that distributions in excess of current and accumulated earnings and
profits exceed the non-U.S. shareholder's adjusted basis in our shares, the
distributions will give rise to tax liability if the non-U.S. shareholder would
otherwise be subject to tax on any gain from the sale or exchange of these
shares, as discussed below. A non-U.S. shareholder may seek a refund from the
IRS of amounts withheld on distributions to him in excess of our current and
accumulated earnings and profits.

     For any year in which we qualify as a REIT, distributions that are
attributable to gain from the sale or exchange of a United States real property
interest are taxed to a non-U.S. shareholder as if these distributions were
gains effectively connected with a trade or business in the United States
conducted by the non-U.S. shareholder. Accordingly, a non-U.S. shareholder will
be taxed on these amounts at the normal capital gain rates applicable to a U.S.
shareholder, subject to any applicable alternative minimum tax and to a special
alternative minimum tax in the case of nonresident alien individuals; the
non-U.S. shareholder will be required to file a United States federal income tax
return reporting these amounts, even if applicable withholding is imposed as
described below; and corporate non-U.S. shareholders may owe the 30% branch
profits tax under Section 884 of the Internal Revenue Code in respect of these
amounts. We will be required to withhold from distributions to non-U.S.
shareholders, and remit to the IRS, 35% of the maximum amount of any
distribution that could be designated as a capital gain dividend. In addition,
for purposes of this withholding rule, if we designate prior distributions as
capital gain dividends, then subsequent distributions up to the amount of the
designated prior distributions will be treated as capital gain dividends. The
amount of any tax withheld is creditable against the non-U.S. shareholder's
United States federal income tax liability, and any amount of tax withheld in
excess of that tax liability may be refunded if an appropriate claim for refund
is filed with the IRS. If for any taxable year we designate capital gain
dividends for our shareholders, then the portion of the capital gain dividends
we designate will be allocated to the holders of a particular class of shares on
a percentage basis equal to the ratio of the amount of the total dividends paid
or made available for the year to the holders of that class of shares to the
total dividends paid or made available for the year to holders of all classes of
our shares.

     Tax treaties may reduce the withholding obligations on our distributions.
Under some treaties, however, rates below 30% that are applicable to ordinary
income dividends from United States corporations may not apply to ordinary
income dividends from a REIT. You must generally use an applicable IRS Form W-8,
or substantially similar form, to claim tax treaty benefits. If the amount of
tax withheld by us with respect to a distribution to a non-U.S. shareholder
exceeds the shareholder's United States federal income tax liability with
respect to the distribution, the non-U.S. shareholder may file for a refund of
the excess from the IRS. The 35% withholding tax rate on capital gain dividends
corresponds to the maximum income tax rate applicable to corporate non-U.S.
shareholders but is higher than the 20% and 25% maximum rates on capital gains
generally applicable to noncorporate non-U.S. shareholders. Treasury regulations
also provide special rules to determine whether, for purposes of determining the
applicability of a tax treaty, our distributions to a non-U.S. shareholder that
is an entity should be treated as paid to the entity or to those owning an
interest in that entity, and whether the entity or its owners are entitled to
benefits under the tax treaty.

     If our shares are not "United States real property interests" within the
meaning of Section 897 of the Internal Revenue Code, a non-U.S. shareholder's
gain on sale of these shares generally will not be subject to United States
federal income taxation, except that a nonresident alien individual who was in
the United States for 183 days or more during the taxable year will be subject
to a 30% tax on this gain. Our shares will not constitute a United States real
property interest if we are a "domestically controlled REIT." A domestically
controlled REIT is a REIT in which at all times during the preceding five-year
period less than 50% in value of its shares is held directly or indirectly by
foreign persons. We believe that we are and will be a domestically controlled
REIT and thus a non-U.S. shareholder's gain on sale of our shares will not be
subject to United States federal income taxation. However, because our shares
are publicly traded, we can provide no assurance that we will be a domestically
controlled REIT. If we are not a domestically controlled REIT, a non-U.S.
shareholder's gain on sale of our shares will not be subject to United States
federal income taxation as a sale of a United States real property interest, if
that class of shares is "regularly traded," as defined by applicable Treasury
regulations, on an established securities market like the New York Stock
Exchange, and the non-U.S. shareholder has at all times during the preceding
five years owned 5% or less by value of that class of shares. If the gain on the
sale of our shares were subject to United States federal income taxation, the
non-U.S. shareholder will generally be subject to the same treatment as a U.S.
shareholder with respect to its gain, will be required to file a United States
federal income tax return reporting that gain, and a corporate non-U.S.
shareholder might owe branch profits tax under Section 884 of the Internal
Revenue Code. A purchaser of our shares from a non-U.S. shareholder will not be
required to withhold on the purchase price if the purchased shares are regularly
traded on an established securities market or if we are a domestically
controlled REIT.

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Otherwise, a purchaser of our shares from a non-U.S. shareholder may be required
to withhold 10% of the purchase price paid to the non-U.S. shareholder and to
remit the withheld amount to the IRS.

 BACKUP WITHHOLDING AND INFORMATION REPORTING

     Information reporting and backup withholding may apply to distributions or
proceeds paid to our shareholders under the circumstances discussed below. The
backup withholding rate is currently 30%, but this rate is scheduled to fall to
28% over the next several years. Amounts withheld under backup withholding are
generally not an additional tax and may be refunded or credited against the REIT
shareholder's federal income tax liability.

     A U.S. shareholder will be subject to backup withholding when it receives
distributions on our shares or proceeds upon the sale, exchange, redemption,
retirement or other disposition of our shares, unless the U.S. shareholder
properly executes, or has previously properly executed, under penalties of
perjury an IRS Form W-9 or substantially similar form that:

  -  provides the U.S. shareholder's correct taxpayer identification number; and

  -  certifies that the U.S. shareholder is exempt from backup withholding
     because it is a corporation or comes within another exempt category, it has
     not been notified by the IRS that it is subject to backup withholding, or
     it has been notified by the IRS that it is no longer subject to backup
     withholding.

If the U.S. shareholder has not and does not provide its correct taxpayer
identification number on the IRS Form W-9 or substantially similar form, it may
be subject to penalties imposed by the IRS and the REIT or other withholding
agent may have to withhold a portion of any capital gain distributions paid to
it. Unless the U.S. shareholder has established on a properly executed IRS Form
W-9 or substantially similar form that it is a corporation or comes within
another exempt category, distributions on our shares paid to it during the
calendar year, and the amount of tax withheld, if any, will be reported to it
and to the IRS.

     Distributions on our shares to a non-U.S. shareholder during each calendar
year and the amount of tax withheld, if any, will generally be reported to the
non-U.S. shareholder and to the IRS. This information reporting requirement
applies regardless of whether the non-U.S. shareholder is subject to withholding
on distributions on our shares or whether the withholding was reduced or
eliminated by an applicable tax treaty. Also, distributions paid to a non-U.S.
shareholder on our shares may be subject to backup withholding, unless the
non-U.S. shareholder properly certifies its non-U.S. shareholder status on an
IRS Form W-8 or substantially similar form in the manner described above.
Similarly, information reporting and backup withholding will not apply to
proceeds a non-U.S. shareholder receives upon the sale, exchange, redemption,
retirement or other disposition of our shares, if the non-U.S. shareholder
properly certifies its non-U.S. shareholder status on an IRS Form W-8 or
substantially similar form. Even without having executed an IRS Form W-8 or
substantially similar form, however, in some cases information reporting and
backup withholding will not apply to proceeds that a non-U.S. shareholder
receives upon the sale, exchange, redemption, retirement or other disposition of
our shares if the non-U.S. shareholder receives those proceeds through a
broker's foreign office.

OTHER TAX CONSEQUENCES

     Our and our shareholders' federal income tax treatment may be modified by
legislative, judicial, or administrative actions at any time, which actions may
be retroactive in effect. The rules dealing with federal income taxation are
constantly under review by the Congress, the IRS and the Treasury Department,
and statutory changes, new regulations, revisions to existing regulations, and
revised interpretations of established concepts are issued frequently. No
prediction can be made as to the likelihood of passage of new tax legislation or
other provisions or the direct or indirect effect on us and our shareholders.
Revisions to federal income tax laws and interpretations of these laws could
adversely affect the tax consequences of an investment in our shares. We and our
shareholders may also be subject to taxation by state or local jurisdictions,
including those in which we or our shareholders transact business or reside.
State and local tax consequences may not be comparable to the federal income tax
consequences discussed above.

                                       19
<Page>

           ERISA PLANS, KEOGH PLANS AND INDIVIDUAL RETIREMENT ACCOUNTS

GENERAL FIDUCIARY OBLIGATIONS

     Fiduciaries of a pension, profit-sharing or other employee benefit plan
subject to Title I of the Employee Retirement Income Security Act of 1974,
ERISA, must consider whether:

  -  their investment in our shares satisfies the diversification requirements
     of ERISA;

  -  the investment is prudent in light of possible limitations on the
     marketability of our shares;

  -  they have authority to acquire our shares under the applicable governing
     instrument and Title I of ERISA; and

  -  the investment is otherwise consistent with their fiduciary
     responsibilities.

     Trustees and other fiduciaries of an ERISA plan may incur personal
liability for any loss suffered by the plan on account of a violation of their
fiduciary responsibilities. In addition, these fiduciaries may be subject to a
civil penalty of up to 20% of any amount recovered by the plan on account of a
violation. Fiduciaries of any IRA, Roth IRA, Keogh Plan or other qualified
retirement plan not subject to Title I of ERISA, referred to as "non-ERISA
plans," should consider that a plan may only make investments that are
authorized by the appropriate governing instrument. Fiduciary shareholders
should consult their own legal advisors if they have any concern as to whether
the investment is consistent with the foregoing criteria.

PROHIBITED TRANSACTIONS

     Fiduciaries of ERISA plans and persons making the investment decision for
an IRA or other non-ERISA plan should consider the application of the prohibited
transaction provisions of ERISA and the Internal Revenue Code in making their
investment decision. Sales and other transactions between an ERISA or non-ERISA
plan, and persons related to it, are prohibited transactions. The particular
facts concerning the sponsorship, operations and other investments of an ERISA
plan or non-ERISA plan may cause a wide range of other persons to be treated as
disqualified persons or parties in interest with respect to it. A prohibited
transaction, in addition to imposing potential personal liability upon
fiduciaries of ERISA plans, may also result in the imposition of an excise tax
under the Internal Revenue Code or a penalty under ERISA upon the disqualified
person or party in interest with respect to the plan. If the disqualified person
who engages in the transaction is the individual on behalf of whom an IRA or
Roth IRA is maintained or his beneficiary, the IRA or Roth IRA may lose its
tax-exempt status and its assets may be deemed to have been distributed to the
individual in a taxable distribution on account of the prohibited transaction,
but no excise tax will be imposed. Fiduciary shareholders should consult their
own legal advisors as to whether the ownership of our shares involves a
prohibited transaction.

"PLAN ASSETS" CONSIDERATIONS

     The Department of Labor, which has administrative responsibility over ERISA
plans as well as non-ERISA plans, has issued a regulation defining "plan
assets." The regulation generally provides that when an ERISA or non-ERISA plan
acquires a security that is an equity interest in an entity and that security is
neither a "publicly offered security" nor a security issued by an investment
company registered under the Investment Company Act of 1940, the ERISA plan's or
non-ERISA plan's assets include both the equity interest and an undivided
interest in each of the underlying assets of the entity, unless it is
established either that the entity is an operating company or that equity
participation in the entity by benefit plan investors is not significant.

                                       20
<Page>

     Each class of our shares (that is, our common shares and any class of
preferred shares that we have issued or may issue) must be analyzed separately
to ascertain whether it is a publicly offered security. The regulation defines a
publicly offered security as a security that is "widely held," "freely
transferable" and either part of a class of securities registered under the
Securities Exchange Act of 1934, or sold under an effective registration
statement under the Securities Act of 1933, provided the securities are
registered under the Securities Exchange Act of 1934 within 120 days after the
end of the fiscal year of the issuer during which the offering occurred. All our
outstanding shares have been registered under the Securities Exchange Act of
1934.

     The regulation provides that a security is "widely held" only if it is part
of a class of securities that is owned by 100 or more investors independent of
the issuer and of one another. However, a security will not fail to be "widely
held" because the number of independent investors falls below 100 subsequent to
the initial public offering as a result of events beyond the issuer's control.
Our common shares and our preferred shares have been widely held and we expect
our common shares and our preferred shares to continue to be widely held. We
expect the same to be true of any additional class of preferred stock that we
may issue, but we can give no assurance in that regard.

     The regulation provides that whether a security is "freely transferable" is
a factual question to be determined on the basis of all relevant facts and
circumstances. The regulation further provides that, where a security is part of
an offering in which the minimum investment is $10,000 or less, some
restrictions on transfer ordinarily will not, alone or in combination, affect a
finding that these securities are freely transferable. The restrictions on
transfer enumerated in the regulation as not affecting that finding include:

  -  any restriction on or prohibition against any transfer or assignment which
     would result in a termination or reclassification for federal or state tax
     purposes, or would otherwise violate any state or federal law or court
     order;

  -  any requirement that advance notice of a transfer or assignment be given to
     the issuer and any requirement that either the transferor or transferee, or
     both, execute documentation setting forth representations as to compliance
     with any restrictions on transfer which are among those enumerated in the
     regulation as not affecting free transferability, including those described
     in the preceding clause of this sentence;

  -  any administrative procedure which establishes an effective date, or an
     event prior to which a transfer or assignment will not be effective; and

  -  any limitation or restriction on transfer or assignment which is not
     imposed by the issuer or a person acting on behalf of the issuer.

     We believe that the restrictions imposed under our declaration of trust on
the transfer of shares do not result in the failure of our shares to be "freely
transferable." Furthermore, we believe that there exist no other facts or
circumstances limiting the transferability of our shares which are not included
among those enumerated as not affecting their free transferability under the
regulation, and we do not expect or intend to impose in the future, or to permit
any person to impose on our behalf, any limitations or restrictions on transfer
which would not be among the enumerated permissible limitations or restrictions.

     Assuming that each class of our shares will be "widely held" and that no
other facts and circumstances exist which restrict transferability of these
shares, we have received an opinion of our counsel Sullivan & Worcester LLP that
our shares will not fail to be "freely transferable" for purposes of the
regulation due to the restrictions on transfer of the shares under our
declaration of trust and that under the regulation the shares are publicly
offered securities and our assets will not be deemed to be "plan assets" of any
ERISA plan or non-ERISA plan that invests in our shares.

                                       21
<Page>

ITEM 2. PROPERTIES

At December 31, 2002, we had real estate investments totaling approximately $2.8
billion, at cost, in 251 hotels that were leased or managed by third parties.
The following table summarizes certain information about our properties as of
December 31, 2002.

<Table>
<Caption>
                                          Number of      Undepreciated      Depreciated
Location of Properties by State          Properties     Carrying Value    Carrying Value
-------------------------------          ----------     --------------    --------------
                                                        (in thousands)    (in thousands)
<S>                                             <C>      <C>               <C>
Alabama                                           4      $     33,297      $     27,216
Arizona                                          15           144,834           117,846
California                                       24           353,212           304,093
Colorado                                          3            25,521            21,783
Delaware                                          1            12,949            10,819
Florida                                          17           171,197           146,118
Georgia                                          19           178,230           147,939
Hawaii                                            1            41,525            39,621
Iowa                                              2            15,240            12,305
Illinois                                         12           136,690           120,369
Indiana                                           3            29,061            24,500
Kansas                                            3            21,063            17,857
Kentucky                                          1             4,980             4,153
Louisiana                                         1            28,192            24,158
Massachusetts                                    10            98,345            80,086
Maryland                                          7            74,346            62,054
Michigan                                          8            69,769            60,983
Minnesota                                         3            29,291            23,746
Montana                                           6            77,781            64,048
North Carolina                                   12           106,689            90,130
Nebraska                                          1             6,279             5,091
New Jersey                                        9           117,872            99,617
New Mexico                                        2            22,580            18,486
Nevada                                            3            44,635            40,633
New York                                          3            34,281            26,450
Ohio                                              5            39,179            34,044
Oklahoma                                          2            16,731            14,635
Pennsylvania                                      9           104,286            84,254
Rhode Island                                      1            11,028             8,804
South Carolina                                    2            16,852            14,162
Tennessee                                         8           107,622            90,947
Texas                                            23           229,814           193,984
Utah                                              3            61,933            51,692
Virginia                                         21           215,168           183,914
Washington                                        5            64,322            54,823
Wisconsin                                         1             9,065             7,375
West Virginia                                     1             8,463             7,677
                                         ----------      ------------      ------------
Total                                           251      $  2,762,322      $  2,336,412
                                         ==========      ============      ============
</Table>

At December 31, 2002, other than 10 of our hotels that were on leased land, we
had a fee simple interest in all our properties. In January 2003, we purchased
the land related to one of the hotels subject to a ground lease from an
unrelated party for $6.5 million. For the other nine hotels subject to a ground
lease, in each case, the remaining term of the ground lease (including renewal
options) is in excess of 56 years, and the ground lessors are unrelated to us.

                                       22
<Page>

ITEM 3. LEGAL PROCEEDINGS

Although in the ordinary course of business we may become involved in ordinary
routine litigation incidental to our business, we are not aware of any material
pending or threatened legal proceeding affecting us or any of our properties for
which we might become liable or the outcome of which we expect to have a
material impact on us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

                                       23
<Page>

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS

Our common shares are traded on the New York Stock Exchange (symbol: HPT). The
following table sets forth for the periods indicated the high and low closing
sale prices for our common shares as reported in the New York Stock Exchange
Composite Transactions reports:

<Table>
<Caption>
    2001                          High             Low
    ----                          ----             ---
<S>                            <C>             <C>
First Quarter                  $   26.96       $   22.75
Second Quarter                 $   29.65       $   25.35
Third Quarter                  $   29.40       $   20.95
Fourth Quarter                 $   30.00       $   24.35

<Caption>
    2002                          High             Low
    ----                          ----             ---
<S>                            <C>             <C>
First Quarter                  $   34.80       $   29.07
Second Quarter                 $   36.50       $   33.09
Third Quarter                  $   36.36       $   28.02
Fourth Quarter                 $   35.20       $   30.30
</Table>

The closing price of our common shares on the New York Stock Exchange on
March 14, 2003, was $29.98 per share.

As of March 14, 2003, there were 1,192 shareholders of record, and we estimate
that as of such date there was in excess of 73,000 beneficial owners of our
common shares.

Information about distributions paid to common shareholders is summarized in the
table below. Common share distributions are generally paid in the quarter
following the quarter to which they relate.

<Table>
<Caption>
                           Distributions
                          Per Common Share
                          ----------------
                        2001             2002
                        ----             ----
<S>                    <C>              <C>
First Quarter          $ 0.70           $ 0.71
Second Quarter         $ 0.71           $ 0.72
Third Quarter          $ 0.71           $ 0.72
Fourth Quarter         $ 0.71           $ 0.72
                       ------           ------
    Total              $ 2.83           $ 2.87
</Table>

All common distributions shown in the table above have been paid. We currently
intend to continue to declare and pay common share distributions on a quarterly
basis. However, distributions are made at the discretion of our board of
trustees and depend on our earnings, cash available for distribution, financial
condition, capital market conditions, growth prospects and other factors as our
board of trustees deems relevant.

                                       24
<Page>

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected financial data for the five years ended
December 31, 2002. This data should be read in conjunction with, and is
qualified in its entirety by reference to, the consolidated financial statements
and accompanying notes included in this Annual Report on Form 10-K.

<Table>
<Caption>
                                                                       YEAR ENDED DECEMBER 31,
                                     --------------------------------------------------------------------------------------------
                                           2002               2001               2000               1999               1998
                                     ----------------   ----------------   ----------------   ----------------    ---------------
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                  <C>                <C>                <C>                <C>                 <C>
INCOME STATEMENT DATA:
   Revenues:
     Rental income.................. $        247,488   $        240,290   $        234,377   $        212,669    $       157,223
     Hotel operating revenues.......           79,328             37,982                 --                 --                 --
     FF&E reserve income............           21,600             24,652             25,753             20,931             16,108
     Interest income................              290                953              2,893              3,618              1,630
                                     ----------------   ----------------   ----------------   ----------------    ---------------
        Total revenues..............          348,706            303,877            263,023            237,218            174,961

   Expenses:
     Hotel operating expenses.......           50,515             24,375                 --                 --                 --
     Interest.......................           42,424             41,312             37,682             37,352             21,751
     Depreciation and amortization..           96,474             91,395             84,303             74,707             54,757
     General and administrative.....           15,491             14,839             14,767             13,230             10,471
                                     ----------------   ----------------   ----------------   ----------------    ---------------
        Total expenses..............          204,904            171,921            136,752            125,289             86,979
                                     ----------------   ----------------   ----------------   ----------------    ---------------
     Net income before..............          143,802            131,956            126,271            111,929             87,982
        extraordinary item
     Extraordinary loss from
        early extinguishment of
        debt........................            1,600                 --                 --                 --              6,641
                                     ----------------   ----------------   ----------------   ----------------    ---------------
   Net income.......................          142,202            131,956            126,271            111,929             81,341
   Preferred distributions..........            7,572              7,125              7,125              5,106                 --
                                     ----------------   ----------------   ----------------   ----------------    ---------------
   Net income available for
     common shareholders............ $        134,630   $        124,831   $        119,146   $        106,823    $        81,341
                                     ================   ================   ================   ================    ===============
   Common distributions declared.... $        178,856   $        163,592   $        156,404   $        108,925    $       113,220
   Weighted average common shares
     outstanding....................           62,538             58,986             56,466             52,566             42,317

PER COMMON SHARE DATA:
   Net income available for
     common shareholders before
     extraordinary item............. $           2.18   $           2.12   $           2.11   $           2.03    $          2.08
   Net income available for
     common shareholders............ $           2.15   $           2.12   $           2.11   $           2.03    $          1.92
   Distributions per common share... $           2.87   $           2.83   $           2.78   $           2.75    $          2.62

BALANCE SHEET DATA (AS OF
   DECEMBER 31):
   Real estate properties, at cost.. $      2,762,322   $      2,629,153   $      2,429,421   $      2,270,630    $     1,887,735
   Real estate properties, net......        2,336,412          2,265,824          2,157,487          2,082,999          1,774,811
   Total assets.....................        2,403,756          2,354,964          2,220,909          2,194,852          1,837,638
   Debt, net of discount............          473,965            464,781            464,748            414,780            414,753
   Shareholders' equity.............        1,645,020          1,604,519          1,482,940          1,519,715          1,173,857
</Table>

                                       25
<Page>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

The following information should be read in conjunction with the financial
statements and the notes thereto included in this Annual Report.

This discussion includes references to cash available for distribution, or CAD.
We compute CAD as net income available for common shareholders plus depreciation
and amortization expense, plus non-cash expenses (including only amortization of
deferred financing costs and administrative expenses to be settled in our common
shares), minus those deposits made into FF&E Escrow accounts which are owned by
us but which are restricted to use for improvements at our properties. Our
method of calculating CAD may not be comparable to CAD which may be reported by
other REITs that define this term differently. We consider CAD to be an
appropriate measure of performance for HPT, along with cash flow from operating
activities, investing activities and financing activities, because it provides
investors with an indication of HPT's operating performance and our ability to
incur and service debt, make capital expenditures, pay distributions and fund
other cash needs. Our CAD is an important factor considered by our board of
trustees in determining the amount of our distributions to shareholders. CAD
does not represent cash generated by operating activities in accordance with
generally accepted accounting principles and should not be considered as an
alternative to net income or cash flow from operating activities as a measure of
financial performance or liquidity.

CURRENT EVENTS

As a result of the terrorist attacks on the United States on September 11, 2001,
concerns regarding a war with Iraq or other countries or another terrorist
attack, and the impact of a recessionary economy, the U.S. hotel industry has
experienced significant declines versus the comparable prior periods in
occupancy, revenues and profitability. These declines primarily arise from
reduced business travel and, during 2002, most of our hotel operators reported
declines in the operating performance of our hotels versus the prior year. As of
December 31, 2002, all of our rent payments are current. As described below, our
leases and operating agreements contain security features, such as guarantees,
which are intended to protect payment of minimum rents and returns to us in
accordance with our leases and agreements regardless of hotel performance.
However, the effectiveness of various security features to provide uninterrupted
payments to us is not assured, particularly if travel patterns continue at
depressed levels for extended periods. If our tenants, hotel managers or
guarantors default in their payment obligations to us, our revenues will
decline.

LEASES AND OPERATING AGREEMENTS

Each of our 251 hotels is included in one of nine groups of hotels of between 12
and 57 properties. These groups are each operated under a pooled agreement by a
third party as tenant or manager for an initial term expiring between 2010 and
2019. The agreements contain renewal options for all, but not less than all, of
the properties in the same group, and the renewal terms total 20-48 years. Each
agreement requires the lessee or operator to: (i) pay all operating costs
associated with the hotels; (ii) deposit a percentage of total hotel sales into
reserves established for the regular refurbishment of our hotels ("FF&E
reserves"); (iii) make payments to us of minimum rents or returns; and (iv) make
payments to us of additional returns equal to 5%-10% of increases in total hotel
sales over sales during a specified base year. Each third party has posted a
security or performance deposit with us generally equal to one year's minimum
rent or return.

One of the nine groups discussed above contains 35 hotels. As of December 31,
2002, 18 of these hotels are operated by subsidiaries of Marriott International,
Inc. ("Marriott") under long-term management contracts and leased to our 100%
owned taxable REIT subsidiary, or TRS, as allowed by the tax laws applicable to
REITs. On June 15, 2001, we purchased four hotels managed by Marriott and our
TRS began to lease an additional six hotels which we own. On September 7, 2001
and September 6, 2002, our TRS began to lease six and two hotels, respectively,
which we own. Also as of December 31, 2002, the remaining 17 hotels in this
group are leased to and operated by subsidiaries of Marriott. Marriott's
obligation to pay rents and returns to us for all 35 of these hotels is combined
for all purposes under these agreements. An additional four hotels of the 17
leased to Marriott began to be leased to our TRS in January 2003. From time to
time prior to June 30, 2004, each of the remaining 13 hotels leased to Marriott
are expected to begin to be leased to our TRS and managed by Marriott.

Our TRS does not operate any hotels. Instead, after our TRS begins to lease each
hotel, Marriott continues to operate the hotel as manager and our TRS begins to
pay rent and FF&E reserves to our other subsidiaries. Because our TRS is
consolidated with us, our consolidated statement of income does not show rental
income or FF&E reserve income paid by our TRS to our other subsidiaries;
instead, our consolidated statement of income shows hotel operating revenues and
hotel operating expenses for these hotels. Historically, upon the transfer to us
of hotel leasehold interests, the net of hotel operating revenues and hotel
operating expenses has generally been equal to the rental income and FF&E
reserve income previously attributable to that hotel, a condition we expect will
continue as transfers occur under current market conditions.

                                       26
<Page>

RESULTS OF OPERATIONS (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

YEAR ENDED DECEMBER 31, 2002 VERSUS YEAR ENDED DECEMBER 31, 2001

Total revenues were $348,706 for 2002, a 14.8% increase over revenues of
$303,877 for 2001. This increase is primarily due to activities of our TRS and
our hotel acquisitions.

Rental income was $247,488 for 2002, a 3.0% increase from $240,290 for 2001.
This increase is a result of our acquisition of 21 hotels in April 2002,
partially offset by minimum rental income recognized in 2001 for hotels which
subsequently began to be leased to our TRS.

FF&E reserve income represents amounts paid by our tenants into restricted
accounts owned by us, the purpose of which is to accumulate funds for future
capital expenditures. The terms of our leases require these amounts to be
calculated as a percentage of total sales at our hotels. The FF&E reserve income
was $21,600 for 2002, a 12.4% decrease from FF&E reserve income of $24,652 for
2001. This decrease is due primarily to reduced levels of hotel sales
attributable to the general slowdown of business travel across the United States
described above, offset somewhat by a scheduled increase in the applicable
percentage used to calculate FF&E reserves at some of our hotels. Part of this
decrease is also due to activities related to the 18 hotels which began to be
leased by our TRS at various times from June 2001, as discussed above. The
revenues which are escrowed as FF&E reserves for hotels leased by our TRS are
not separately stated in our consolidated statements of income.

Our TRS's activities have given rise to hotel operating revenues of $79,328 for
2002, a 108.9% increase over hotel operating revenues of $37,982 in 2001. Our
TRS's activities have also given rise to hotel operating expenses of $50,515 for
2002, a 107.2% increase over hotel operating expenses of $24,375 in 2001. The
increases in hotel operating revenues and expenses were caused by activities at
the 18 hotels that began to be leased by our TRS, at various times, from June
2001. The hotels leased to our TRS generated net operating results that were
$5,822 in 2002 and $1,957 in 2001 less than the minimum returns due to us. These
amounts have been reflected in our statement of income as a net reduction to
hotel operating expenses in each year because they were funded by Marriott. We
expect hotel operating revenues and hotel operating expenses to increase in the
future as 17 hotels currently leased by Marriott begin to be leased to our TRS
and operated by Marriott from time to time prior to June 30, 2004, including
four hotels beginning in January 2003.

Interest income was $290 for 2002, a 69.6% decrease from interest income of $953
for 2001. This decrease was due to a lower average cash balance and a lower
average interest rate during 2002.

Total expenses were $204,904 for 2002, a 19.2% increase over total expenses of
$171,921 for 2001. The increase is due primarily to our recognition of hotel
operating expenses for a larger number of hotels leased to our TRS in 2002 than
in 2001, and increases in other expenses arising from our additional hotel
investments during 2001 and 2002.

Interest expense for 2002 was $42,424, a 2.7% increase over interest expense of
$41,312 for 2001. The increase was primarily due to higher average borrowings
partially offset by a lower weighted average interest rate during 2002.
Depreciation and amortization expense was $96,474 for 2002, a 5.6% increase over
depreciation and amortization expense of $91,395 for 2001. This increase was due
principally to the impact of the depreciation of 21 hotels acquired in April
2002, and the impact of the purchase of depreciable assets during 2001 and 2002
with funds from FF&E reserve accounts owned by us. General and administrative
expense was $15,491 for 2002, a 4.4% increase from general and administrative
expense of $14,839 in 2001. This increase is due principally to the impact of
additional hotel investments during 2001 and 2002.

Net income before extraordinary item was $143,802 for 2002, a 9.0% increase over
net income before extraordinary item of $131,956 for 2001. The increase was
primarily due to increased rental income from new investments partially offset
by a decrease in FF&E reserve income and increases in interest and depreciation
expenses. In 2002, we recognized an extraordinary loss of $1,600 to write-off
the unamortized deferred financing costs associated with $115,000 of senior
notes we redeemed on July 18, 2002.

Net income available for common shareholders was $134,630 for 2002, or $2.15 per
share, a 7.8% increase, or 1.4% on a per share basis, over net income available
for common shareholders of $124,831, or $2.12 per share, for 2001. This increase
resulted from the investment and operating activity discussed above.

Cash Available for Distribution, or CAD, for 2002 and 2001 is derived as
follows:

                                       27
<Page>

<Table>
<Caption>
                                                                        2002             2001
                                                                     ----------       ----------
       <S>                                                           <C>              <C>
       Net income available for common shareholders                  $  134,630       $  124,831

       Add:  Depreciation and amortization                               96,474           91,395
             Extraordinary item                                           1,600                -
             Non-cash expenses, primarily amortization of
                deferred financing costs                                  3,900            3,313

       Less: FF&E reserves(1)                                            25,710           26,540
                                                                     ----------       ----------

       Cash Available for Distribution                               $  210,894       $  192,999
                                                                     ==========       ==========
</Table>

   (1) All of our leases require that our tenants make periodic payments into
       FF&E reserve escrow accounts for the purpose of funding expected capital
       expenditures at our hotels. Our net income includes $21,600 and $24,652
       for 2002 and 2001, respectively, of tenant deposits into FF&E reserve
       escrow accounts owned by us, which are subtracted from net income in
       determining CAD because these amounts are not available to us for
       distributions to shareholders. The FF&E reserves amounts shown here also
       include $4,110 and $1,888 for 2002 and 2001 respectively, of our hotel
       operating revenues, which we have escrowed for routine capital
       improvements for the hotels leased to our TRS and operated by Marriott
       under a long-term management agreement. Hotel revenues which are escrowed
       as FF&E reserves for our hotels leased by our TRS are not separately
       stated in our consolidated statements of income. Some of our leases
       provide that FF&E reserve escrow accounts are owned by our tenants during
       the lease terms while we have security and remainder interests in the
       escrow accounts and in property purchased with funding from those
       accounts. Deposits into FF&E reserve accounts owned by our tenants during
       the 2002 and 2001 periods totaled $14,840 and $14,355, respectively, and
       are not removed here because they are not included in our income.

CAD was $210,894 for 2002, a 9.3% increase over CAD of $192,999 for 2001. This
increase was due to the impact of our acquisition of 21 hotels during April
2002, offset by increases in interest and general and administrative expenses,
and a decrease in interest income.

CAD does not represent cash flows from operating activities as determined in
accordance with generally accepted accounting principles and should not be
considered an alternative to net income as an indicator of our financial
performance or to cash flows from operating activities as a measure of
liquidity. Cash flow from operations was $210.2 million in 2002, a 2.4% increase
from $205.4 million in 2001 primarily due to the impact of new hotel investments
in 2001 and 2002. Cash used in investing activities was $142.3 million in 2002,
a 20.6% decrease from $179.2 million in 2001, primarily because fewer hotel
acquisitions were completed in 2002. Cash used in financing activities was $99.6
million in 2002, a 744.1% increase over $11.8 million in 2001, primarily because
of lower equity issuances in 2002 and increased distributions on common shares.

YEAR ENDED DECEMBER 31, 2001 VERSUS YEAR ENDED DECEMBER 31, 2000

Total revenues were $303,877 for 2001, a 15.5% increase over revenues of
$263,023 for 2000. This increase is primarily due to our TRS's activities and
our hotel acquisitions.

Rental income was $240,290 for 2001, a 2.5 % increase from $234,377 for 2000 as
a result of our acquisition of 8 hotels in 2001, which was partially offset by
minimum rental income recognized in 2000 for hotels which subsequently began to
be leased to our TRS.

FF&E reserve income represents amounts paid by our tenants into restricted
accounts owned by us, the purpose of which is to accumulate funds for future
capital expenditures. The terms of our leases require these amounts to be
calculated as a percentage of total sales at our hotels. The FF&E reserve income
was $24,652 for 2001, a 4.3% decrease from FF&E reserve income of $25,753 for
2000. This decrease is due primarily to reduced levels of hotel sales
attributable to the events of September 11, 2001, and modest declines which
began to affect the hotel industry earlier in 2001 as a result of the
recessionary economy, offset somewhat by a scheduled increase in the applicable
percentage used to calculate FF&E reserves at some of our hotels. Part of this
decrease is also due to activities related to the 16 hotels which began to be
leased by our TRS at various times from June 2001, as discussed above, the
revenues which are escrowed as FF&E reserves for hotels leased by our TRS are
not separately stated in our consolidated statements of income.

                                       28
<Page>

Our TRS's activities gave rise to hotel operating revenues of $37,982 and hotel
operating expenses of $24,375 in 2001. Hotel operating expenses were reduced by
payments of $1,957 from Marriott in 2001 under the terms of its guarantee to us.
There are no comparable amounts in the 2000 period because all of our hotels
were operated under third party leases.

Interest income was $953 for 2001, a 67.1% decrease from interest income of
$2,893 for 2000. This decrease was due to a lower average cash balance and a
lower average interest rate during 2001.

Total expenses were $171,921 for 2001, a 25.7% increase over total expenses of
$136,752 for 2000. The increase is due primarily to our recognition of hotel
operating expenses for 16 hotels which began to be leased to our TRS at various
times starting June 2001 and increases in other expenses arising from our
additional hotel investments during 2000 and 2001.

Interest expense was $41,312 for 2001, a 9.6% increase over interest expense of
$37,682 for 2000. The increase was primarily due to higher average borrowings
partially offset by a lower weighted average interest rate during 2001.
Depreciation and amortization expense was $91,395 for 2001, a 8.4% increase over
depreciation and amortization expense of $84,303 for 2000. This increase was
principally due to the impact of the depreciation of eight hotels acquired in
2001 and the impact of the purchase of depreciable assets during 2000 and 2001
with funds from FF&E reserve accounts owned by us. General and administrative
expense was $14,839 for 2001, a 0.5% increase from general and administrative
expense of $14,767 in 2001. This increase is due principally to the impact of
additional hotel investments during 2001.

Net income was $131,956 for 2001, a 4.5% increase over net income of $126,271
for 2000. The increase was primarily due to increased rental income from new
investments partially offset by a decrease in FF&E reserve income and increases
in interest and depreciation expenses.

Net income available for common shareholders was $124,831 for 2001, or $2.12 per
share, a 4.8% increase, or 0.5% on a per share basis, over net income available
for common shareholders of $119,146, or $2.11 per share, for 2000. This increase
resulted from the investment and operating activity discussed above.

Cash Available for Distribution, or CAD, for 2001 and 2000 is derived as
follows:

<Table>
<Caption>
                                                                        2001             2000
                                                                     ----------       ----------
       <S>                                                           <C>              <C>
       Net income available for common shareholders                  $  124,831       $  119,146

       Add:   Depreciation and amortization                              91,395           84,303
              Non-cash expenses, primarily amortization of
                  deferred financing costs                                3,313            3,067

       Less:  FF&E reserves(1)                                           26,540           25,753
                                                                     ----------       ----------

       Cash Available for Distribution                               $  192,999       $  180,763
                                                                     ==========       ==========
</Table>

   (1) All of our leases require that our tenants make periodic payments into
       FF&E reserve escrow accounts for the purpose of funding expected capital
       expenditures at our hotels. Our net income includes $24,652 and $25,753
       for 2001 and 2000, respectively, of tenant deposits into FF&E reserve
       escrow accounts owned by us, which are subtracted from net income in
       determining CAD because these amounts are not available to us for
       distributions to shareholders. The FF&E reserves amounts shown here also
       include $1,888 and zero for 2001 and 2000 respectively, of our hotel
       operating revenues, which we have escrowed for routine capital
       improvements for the hotels leased to our TRS and operated by Marriott
       under a long-term management agreement. Hotel revenues which are escrowed
       as FF&E reserves for our hotels leased by our TRS are not separately
       stated in our consolidated statements of income. Some of our leases
       provide that FF&E reserve escrow accounts are owned by our tenants during
       the lease terms while we have security and remainder interests in the
       escrow accounts and in property purchased with funding from those
       accounts. Deposits into FF&E reserve accounts owned by our tenants during
       the 2001 and 2000 periods totaled $14,355 and $15,284, respectively, and
       are not removed here because they are not included in our income.

CAD was $192,999 for 2001, a 6.8% increase over CAD of $180,763 for 2000. This
increase was due to the impact of our acquisition of eight hotels during 2001,
offset by increases in interest and general and administrative expenses, and a
decrease in interest income.

                                       29
<Page>

CAD does not represent cash flows from operating activities as determined in
accordance with generally accepted accounting principles and should not be
considered an alternative to net income as an indicator of our financial
performance or to cash flows from operating activities as a measure of
liquidity. Cash flow from operations was $205.4 million in 2001, a 9.0% increase
from $188.3 million in 2000 primarily due to the impact of new hotel investments
in 2000 and 2001. Cash used in investing activities was $179.2 million in 2001,
a 45.5% increase from $123.2 million in 2000, primarily because of larger
investments in hotels purchased in 2001 versus hotels in 2000. Cash used in
financing activities was $11.8 million in 2001 a 89.7% decrease from $114.1
million in 2000, primarily because of our equity issuance in 2001 offset
somewhat by increased distributions on common shares; we issued no equity in
2000.

LIQUIDITY AND CAPITAL RESOURCES

--OUR TENANTS AND OPERATORS

All of our hotels are leased to or operated by third parties. We do not operate
hotels. All costs of operating and maintaining our hotels are paid by these
third parties for their own account or as agent for us. These third parties
derive their funding for hotel operating expenses, reserves for renovations, or
FF&E reserves, and rents and returns due us generally from hotel operating
revenues.

We define coverage for each of our nine grouped hotel leases or operating
agreement as combined total hotel sales minus all expenses which are not
subordinated to minimum payments to us and the required FF&E reserve
contributions, divided by the aggregate minimum payments to us. More detail
regarding coverage, guarantees and other security features is presented in
the table on pages 33 and 34. Eight of nine of our hotel pools, representing
227 hotels, generated coverage of at least 1.0x during 2001, and three hotel
pools, representing 89 hotels generated coverage of at least 1.0x during
2002. If a hotel pool does not generate coverage of at least 1.0x, our tenant
or operator must supplement hotel operating results to make the minimum
payments due to us to prevent default under the lease or operating agreement.
In addition, 153 hotels we own in five pools, 58.2% of our total investments,
at cost, are operated under leases or management agreements which are subject
to full or limited guarantees. These guarantees may provide us with continued
payments if combined total hotel sales less total hotel expenses and required
FF&E reserve payments fail to equal or exceed amounts due to us. Our tenants
and managers or their affiliates may also supplement cash flow from our
hotels in order to make payments to us and preserve their rights to continue
operating our hotels. Guarantee or supplemental payments to us, if any, made
under any of our leases or management agreements, do not subject us to
repayment obligations. As of December 31, 2002, all payments due, including
those payments due under leases or operating agreements whose hotels have
generated less than 1.0x coverage during 2002, are current. However, the
effectiveness of various security features to provide uninterrupted payments
to us is not assured, particularly if travel patterns continue at depressed
levels for extended periods. Some of our leases and guarantees require our
tenants, subtenants and guarantors to maintain minimum net worths, as defined
in the documents. At December 31, 2002, it appears that the Barcelo Crestline
subtenants and Candlewood guarantor, as described in charts on pages 33 and
34, respectively, may have lesser net worths than are required by our
sublease and guaranty documents. We have granted limited waivers of these net
worth requirements while we negotiate with these subtenants and the guarantor
regarding these matters. If our tenants, hotel managers or guarantors default
in their payment obligations to us, our revenues will decline.

--OUR OPERATING LIQUIDITY AND RESOURCES

Our principal source of funds for current expenses and distributions to
shareholders is our operations, primarily rents from leasing and the excess of
hotel operating revenues over hotel operating expenses for hotels leased to our
TRS. Minimum rents and minimum returns are received from our tenants and
managers monthly in advance and percentage rents and returns are received either
monthly or quarterly in arrears. This flow of funds has historically been
sufficient for us to pay our operating expenses, including interest, and
distributions. We believe that our operating cash flow will be sufficient to
meet our operating expenses, including interest, and distribution payments for
the foreseeable future.

We have maintained our status as a REIT under the Internal Revenue Code, by
meeting certain requirements, including the distribution of our taxable income
to our shareholders. As a REIT, we do not expect to pay federal income taxes on
the majority of our income. In 1999 federal legislation known as the REIT
Modernization Act, or RMA, was enacted and became effective on January 1, 2001.
The RMA, among other things, allows a REIT to lease hotels to a TRS if the hotel
is managed by an independent third party. We entered our first transaction using
a TRS on June 15, 2001. The income realized by our TRS in excess of the rent it
pays to us will be subject to income tax at customary corporate rates. As and if
the financial performance of the hotels operated for the account of our TRS
improves, these taxes may become material, but the anticipated taxes are not
material to our consolidated financial results at this time.

                                       30
<Page>

-- OUR INVESTMENT AND FINANCING LIQUIDITY AND RESOURCES (DOLLAR AMOUNTS IN
THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Various percentages of total sales at all of our hotels are escrowed as reserves
for future renovations and refurbishment, or FF&E reserves, as discussed above.
As of December 31, 2002, there was approximately $64,270 on deposit in these
escrow accounts, of which $46,807 was held directly by us and reflected on our
balance sheet as restricted cash. The remaining $17,463 is held in accounts
owned by our tenants and is not reflected on our balance sheet. We have security
and remainder interests in the accounts owned by our tenants. During 2002,
$40,550 was contributed to these accounts and $29,149 was spent from these
accounts to renovate and refurbish our hotels.

In order to fund acquisitions and to accommodate occasional cash needs that may
result from timing differences between the receipt of rents and the need to make
distributions or pay operating expenses, we maintain a revolving credit facility
with a group of commercial banks. The credit facility in effect at the beginning
of 2002 expired in March 2002. Our new facility matures in June 2005 and may be
extended at our option to June 2006 upon our payment of an extension fee. The
new facility permits borrowing up to $350,000 and includes a feature under which
the maximum draw may expand to $700,000, in certain circumstances. Drawings
under our credit facility are unsecured. Funds may be drawn, repaid and redrawn
until maturity, and no principal repayment is due until maturity. Interest on
borrowings under the credit facility is payable at a spread above LIBOR.

At December 31, 2002, we had $7,337 of cash and cash equivalents and all
$350,000 available on our revolving credit facility. We expect to use existing
cash balances, borrowings under our credit facility or other lines of credit and
net proceeds of offerings of equity or debt securities to fund future property
acquisitions.

At December 31, 2002, we had no commitments to purchase additional properties.
However, we expect to make improvements and undertake a modernization program at
36 of our Courtyard by Marriott(R) hotels. These hotels contain 5,228 rooms,
representing 51% of the total Courtyard by Marriott(R) rooms which we own.
Approximately $25,700 of the estimated $58,200 cost for this project is expected
to be funded by amounts on deposit in FF&E reserve accounts. We plan to fund the
remaining $32,500 of costs with existing cash balances or borrowings under our
credit facility. Upon funding, our minimum annual rent related to these hotels
will increase by 10% of the amount funded. Our funding is expected to take place
before the end of the 2003 second quarter.

In January 2003, we issued $175,000 of 6.75% senior notes, due 2013. Net
proceeds after underwriting and other offering expenses were $172,555. In
February 2003, we redeemed at par plus accrued interest, all $150,000 of our
outstanding 8.5% senior notes due 2009. Our debts have maturities, as adjusted
for January 2003 and February 2003 transactions, as follows: $150,000 in 2008;
$50,000 in 2010; $125,000 in 2012 and $175,000 in 2013. None of these debt
obligations require principal or sinking fund payments prior to their maturity
date.

To the extent amounts are outstanding on our credit facility and, as the
maturity dates of our credit facility and term debt approach over the longer
term, we will explore alternatives for the repayment of amounts due. Such
alternatives in the short term and long term may include incurring additional
long term debt and issuing new equity securities. In March 2002, our shelf
registration statement was declared effective by the Securities and Exchange
Commission. As of December 31, 2002, we had $2,558,750 available on our shelf
registration. An effective shelf registration allows us to issue public
securities on an expedited basis, but it does not assure that there will be
buyers for securities offered by us. Although there can be no assurance that we
will consummate any debt or equity security offerings or other financings, we
believe we will have access to various types of financing, including investment
grade debt or equity securities offerings, with which to finance future
acquisitions and to pay our debt and other obligations.

On January 6, 2003, a distribution of $0.72 per common share was declared with
respect to fourth quarter 2002 results and was paid to shareholders on February
20, 2003, using cash on hand.

-- DEBT COVENANTS

Our debt obligations at December 31, 2002, were limited to our revolving credit
facility and our $475 million of public debt. Each issue of our public debt is
governed by an indenture. This indenture and its supplements and our credit
facility agreement contain a number of financial ratio covenants which generally
restrict our ability to incur debts, including debts secured by mortgages on our
properties, in excess of calculated amounts, require us to maintain a minimum
net worth, as defined, restrict our ability to make distributions under certain
circumstances and require us to maintain other ratios, as defined. During the
period from our incurrence of these debts through December 31, 2002, we were in
compliance with all of our covenants under our indenture and its supplements and
our credit agreement.

                                       31
<Page>

Neither our indenture and its supplements nor our bank credit facility contain
provisions for acceleration which could be triggered by our debt ratings.
However, under our credit agreement, our senior debt rating is used to determine
the fees and interest rate applied to borrowings.

Our public debt indenture and its supplements contain cross default provisions
to any other debts of $20 million or more. Similarly, a default on our public
indenture would constitute a default on our credit agreement.

As of December 31, 2002, we had no commercial paper, derivatives, swaps, hedges,
guarantees, joint ventures or partnerships. As of December 31, 2002, we had no
secured debt obligations. None of our debt documentation requires us to provide
collateral security in the event of a ratings downgrade. We have no "off balance
sheet" liabilities.

-- RELATED PARTY TRANSACTIONS

We have an agreement with Reit Management & Research LLC, or RMR. RMR provides
investment, management and administrative services to us. RMR is owned by Barry
M. Portnoy and Gerard M. Martin, each a managing trustee and member of our board
of trustees. Each of our executive officers are also officers of RMR. Our
independent trustees, including all of our trustees other than Messrs. Portnoy
and Martin, review our contract with RMR at least annually and make
determinations regarding its negotiation, renewal or termination. Any
termination of our contract with RMR would cause a default under our bank credit
facility, if not approved by a majority of lenders. Our current contract term
with RMR expires on December 31, 2003. RMR is compensated at an annual rate
equal to 0.7% of our average real estate investments, as defined, up to the
first $250 million of such investments and 0.5% thereafter plus an incentive fee
based upon increases in cash available for distribution per share, as defined.
The incentive fee payable to RMR is paid in our common shares.

CRITICAL ACCOUNTING POLICIES

Our most critical accounting policies involve our investments in real property.
These policies affect our:

  -  allocation of purchase price between various asset categories and the
     related impact on our recognition of depreciation expense;
  -  assessment of the carrying value of long-lived assets; and
  -  classification of our leases.

These policies involve significant judgments based upon our experience,
including judgments about current valuations, ultimate realizable value,
estimated useful lives, salvage or residual value, the ability of our tenants
and operators to perform their obligations to us, and the current and likely
future operating and competitive environment in which our properties are
located. In the future we may need to revise our assessments to incorporate
information which is not now known and such revisions could increase or decrease
our depreciation expense related to properties we own, which could result in the
classification of new leases as other than operating leases or could decrease
the net carrying value of our assets.

PROPERTY LEASES, OPERATING AGREEMENTS AND TENANT OPERATING STATISTICS

As of December 31, 2002, we owned 251 hotels which are grouped into nine
combinations and leased to or managed by separate affiliates of hotel operating
companies including Marriott International, Inc., Host Marriott Corporation,
Barcelo Crestline Corporation, Wyndham International, Inc., Prime Hospitality
Corporation, Candlewood Hotel Company, Inc. and BRE/Homestead Village LLC.

The tables on the following pages summarize the key terms of our leases and
operating agreements at December 31, 2002, and include statistics reported
directly to us or derived from statistics reported to us by our tenants and
operators. These statistics include occupancy, average daily rate, or ADR,
revenue per available room, or RevPAR, and coverage. Although we consider these
statistics, along with the lease or operating agreement security features also
presented in the tables on the following pages, to be important measures of our
tenants' and operators' success in operating our hotels and their ability to
make continued payments to us, none of the third party reported information is a
direct measure of our financial performance.

                                       32
<Page>

<Table>
<Caption>
                                                                                          Marriott(R)/Residence
                                                                                            Inn by Marriott(R)/
                                                                                        Courtyard by Marriott(R)/
                                                                                          TownePlace Suites by
                                            Courtyard by           Residence Inn by       Marriott(R)/SpringHill
Hotel Brand                                  Marriott(R)              Marriott(R)        Suites by Marriott(R)(1)
---------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>                       <C>
PROPERTY LEASES AND OPERATING AGREEMENTS

Number of Hotels                                 53                       18                       35

Number of Rooms/Suites                          7,610                   2,178                     5,382

Number of States                                 24                       14                       15

Tenant                                      Subsidiary of         Subsidiary of Host          Subsidiary of
                                                Host                 Subleased to          Marriott/Subsidiary
                                            Subleased to            Subsidiary of            of Hospitality
                                            Subsidiary of         Barcelo Crestline         Properties Trust
                                               Barcelo
                                              Crestline

Manager                                     Subsidiary of           Subsidiary of             Subsidiary of
                                              Marriott                 Marriott                 Marriott

Investment at
December 31, 2002 (000s)(2)                    $514,803                $179,386                  $453,955

Security Deposit (000s)                        $50,540                 $17,220                   $36,204

End of Current Term                             2012                     2010                     2019

Renewal Options(3)                         3 for 12 years          1 for 10 years,         2 for 15 years each
                                                each             2 for 15 years each

Current Annual Minimum
Rent/Return (000s)                             $51,480                 $17,914                   $48,288

Percentage Rent/Return(4)                       5.0%                     7.5%                     7.0%

TENANT OPERATING STATISTICS(5)

Rent/Return Coverage(5)(6):
   Year ended 12/31/01                          1.7x                     1.4x                     1.1x
   Year ended 12/31/02                          1.5x                     1.2x                     0.9x

Other Security Features                   HPT controlled        HPT controlled lockbox    Limited guarantee
                                          lockbox with          with minimum balance      provided by Marriott.
                                          minimum balance       maintenance               Crestline and
                                          maintenance           requirement; subtenant    Marriott.
                                          requirement;          and subtenant parent
                                          subtenant and         minimum net worth
                                          subtenant parent      requirement.
                                          minimum net worth
                                          requirement.

<Caption>
                                            Residence Inn by
                                          Marriott(R)/Courtyard
                                             by Marriott(R)/
                                          TownePlace Suites by
                                          Marriott(R)/SpringHill
Hotel Brand                                Suites by Marriott(R)   Wyndham(R)
-----------------------------------------------------------------------------------------
<S>                                       <C>                   <C>
PROPERTY LEASES AND OPERATING AGREEMENTS

Number of Hotels                                    19                   12

Number of Rooms/Suites                             2,756               2,321

Number of States                                    14                   8

Tenant                                         Subsidiary of       Subsidiary of
                                             Barcelo Crestline        Wyndham

Manager                                        Subsidiary of       Subsidiary of
                                                 Marriott             Wyndham

Investment at
December 31, 2002 (000s)(2)                      $274,222             $182,570

Security Deposit (000s)                           $28,509             $18,325

End of Current Term                                2015                 2014

Renewal Options(3)                          2 for 10 years each       4 for 12
                                                years each

Current Annual Minimum
Rent/Return (000s)                                $28,508             $18,325

Percentage Rent/Return(4)                          7.0%                 8.0%

TENANT OPERATING STATISTICS(5)

Rent/Return Coverage(5)(6):
   Year ended 12/31/01                             1.0x                 1.0x
   Year ended 12/31/02                             0.9x                 0.8x

Other Security Features                   Limited guarantees    Wyndham parent
                                          provided by Barcelo   minimum net worth
                                          Crestline and         requirement.
                                          Marriott.
</Table>

 (1) At December 31, 2002, 17 of the 35 hotels in this combination were leased
     to and operated by subsidiaries of Marriott. The remaining 18 hotels were
     operated by subsidiaries of Marriott under a management contract with our
     TRS. Marriott's obligations under the lease and the management contracts
     are subject to cross-default provisions and Marriott has provided us with a
     limited guarantee of its lease and management obligations, including the
     obligation to pay minimum rents and returns to us.

 (2) Excludes expenditures made from FF&E reserves subsequent to our initial
     purchase.

 (3) Renewal options may be exercised by the tenant or manager for all, but not
     less than all, of the hotels within each combination of hotels.

 (4) Each lease or management contract provides for payment to HPT of a
     percentage of increases in total hotel sales over base year levels as
     additional rent or return.

 (5) We define coverage as combined total hotel sales minus all expenses which
     are not subordinated to minimum payments to us and the required FF&E
     reserve contributions (which data is provided to us by our tenants or
     operators), divided by the minimum rent or return payments due to us.

 (6) Represents data for the fiscal year ended December 28, 2001, and January 3,
     2003, respectively, for the hotels managed by Marriott.

                                       33
<Page>

<Table>
<Caption>
                                                                                                                         Total/
                                            Summerfield                                                                  Range/
                                             Suites by                           Candlewood          Homestead           Average
Hotel Brand                                  Wyndham(R)      AmeriSuites(R)       Suites(R)       Studio Suites(R) (all investments)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>                <C>                <C>                <C>
PROPERTY LEASES AND OPERATING AGREEMENTS

Number of Hotels                                15                24                 57                 18               251

Number of Rooms/Suites                         1,822             2,929              6,887             2,399             34,284

Number of States                                 8                14                 23                 5                 37

Tenant                                     Subsidiary of     Subsidiary of      Subsidiary of     Subsidiary of
                                              Wyndham            Prime           Candlewood       BRE/Homestead
                                                                                                   Village LLC

Manager                                    Subsidiary of     Subsidiary of      Subsidiary of     Subsidiary of
                                              Wyndham            Prime           Candlewood        BRE/Homestead
                                                                                                   Village LLC

Investment at
December 31, 2002 (000s)(1)                  $240,000          $243,350           $434,750           $145,000         $2,668,036

Security Deposit (000s)                       $15,000          $25,575(2)          $46,085            $15,960          $253,418

End of Current Term                            2017              2013               2018               2015           2010-2019
                                                                                                                    (average 13.6
                                                                                                                        years)

Renewal Options(3)                            4 for 12         3 for 15           3 for 15           2 for 15
                                             years each       years each         years each         years each

Current Annual Minimum
Rent/Return (000s)                            $25,000           $23,795            $44,389           $15,960           $273,659

Percentage Rent/Return(4)                      7.5%              8.0%               10.0%             10.0%             5%-10%

TENANT OPERATING STATISTICS(5)

Rent/Return Coverage(5)(6):
   Year ended 12/31/01                         1.1x              0.6x               1.1x               1.2x           0.6x -1.7x
   Year ended 12/31/02                         0.7x              0.6x               0.9x               1.0x           0.6x -1.5x

Other Security Features                   Wyndham parent   Limited            Candlewood         Homestead
                                          minimum net      guarantee          parent guarantee   parent
                                          worth            secured by $16.5   and minimum net    guarantee and
                                          requirement.     million cash       worth              minimum net
                                                           deposit.           requirement.       worth
                                                                                                 requirement.
</Table>

 (1) Excludes expenditures made from FF&E reserves subsequent to our initial
     purchase.

 (2) Excludes deposit of approximately $16.5 million retained by us to secure
     guarantee obligations to us.

 (3) Renewal options may be exercised by the tenant or manager for all, but not
     less than all, of the hotels within each combination of hotels.

 (4) Each lease or management contract provides for payment to HPT of a
     percentage of increases in total hotel sales over base year levels as
     additional rent or return.

 (5) We define coverage as combined total hotel sales minus all expenses which
     are not subordinated to minimum payments to us and the required FF&E
     reserve contributions (which data is provided to us by our tenants or
     operators), divided by the minimum rent or return payments due to us.

 (6) Represents data for the fiscal year ended December 28, 2001, and January 3,
     2003, respectively, for the hotels managed by Marriott.

                                       34
<Page>

The following tables summarize the operating statistics, including occupancy,
ADR, and RevPAR, reported to us by our third party tenants and managers by lease
or operating agreement for the periods indicated for the 247 hotels we own which
were open for at least one full year as of January 1, 2002:

<Table>
<Caption>
                               No. of       No. of
Lease                          Hotels    Rooms/Suites    2002(1)      2001(1)      Change
-----                         --------   ------------   ---------    ---------    --------
<S>                               <C>       <C>         <C>          <C>            <C>
ADR
Host (lease no. 1)                 53        7,610      $   97.10    $  102.12       -4.9%
Host (lease no. 2)                 18        2,178      $   95.31    $  103.65       -8.0%
Marriott                           35        5,382      $   90.53    $   94.48       -4.2%
Barcelo Crestline                  18        2,604      $   90.82    $   97.58       -6.9%
Wyndham (lease no. 1)              12        2,321      $   81.74    $   90.23       -9.4%
Wyndham (lease no. 2)              15        1,822      $  101.40    $  120.56      -15.9%
Prime                              21        2,556      $   68.39    $   72.05       -5.1%
Candlewood                         57        6,887      $   52.70    $   56.20       -6.2%
Homestead                          18        2,399      $   48.73    $   52.76       -7.6%
                              --------------------      ---------------------------------
Total/Average                     247       33,759      $   79.84    $   85.70       -6.8%

OCCUPANCY
Host (lease no. 1)                 53        7,610          69.30%       73.20%      -5.3%
Host (lease no. 2)                 18        2,178          76.10%       77.60%      -1.9%
Marriott                           35        5,382          72.30%       72.50%      -0.3%
Barcelo Crestline                  18        2,604          68.80%       69.30%      -0.7%
Wyndham (lease no. 1)              12        2,321          71.10%       67.00%       6.1%
Wyndham (lease no. 2)              15        1,822          79.20%       75.80%       4.5%
Prime                              21        2,556          62.10%       61.90%       0.3%
Candlewood                         57        6,887          75.30%       74.50%       1.1%
Homestead                          18        2,399          74.80%       74.80%         -
                              --------------------      ---------------------------------
Total/Average                     247       33,759          71.90%       72.30%      -0.6%

RevPAR
Host (lease no. 1)                 53        7,610      $   67.29    $   74.75      -10.0%
Host (lease no. 2)                 18        2,178      $   72.53    $   80.43       -9.8%
Marriott                           35        5,382      $   65.45    $   68.50       -4.4%
Barcelo Crestline                  18        2,604      $   62.48    $   67.62       -7.6%
Wyndham (lease no. 1)              12        2,321      $   58.11    $   60.43       -3.8%
Wyndham (lease no. 2)              15        1,822      $   80.33    $   91.41      -12.1%
Prime                              21        2,556      $   42.34    $   44.61       -5.1%
Candlewood                         57        6,887      $   39.68    $   41.87       -5.2%
Homestead                          18        2,399      $   36.45    $   39.46       -7.6%
                              --------------------      ---------------------------------
Total/Average                     247       33,759      $   57.40    $   61.96       -7.3%
</Table>

   (1) Includes data for the calendar year indicated, except for our Courtyard
       by Marriott(R), Residence Inn by Marriott(R), Marriott Hotels Resorts and
       Suites(R), TownePlace Suites by Marriott(R), and SpringHill Suites by
       Marriott(R) branded hotels, which include data for the 52 and 53 week
       peroids ended January 3, 2003 and December 28, 2001, respectively.

                                       35
<Page>

SEASONALITY

Our hotels have historically experienced seasonal differences typical of the
U.S. hotel industry with higher revenues in the second and third quarters of
calendar years compared with the first and fourth quarters. This seasonality is
not expected to cause material fluctuations in our income because our
contractual lease and operating agreement require our tenants/managers to make
the substantial portion of our rents and return payments to us in equal amounts
throughout a year. Seasonality may affect our hotel operating revenues, but we
do not expect seasonal variations to have a material impact upon our financial
results of operations or upon our tenants' or operators' ability to meet their
contractual obligations to us.

INFLATION

We believe that inflation should not have a material adverse effect on us.
Although increases in the rate of inflation may tend to increase interest rates
which we may pay for borrowed funds, our floating rate borrowings are not
expected to be outstanding for extended periods, and if we believe they will be
outstanding for extended periods we may purchase interest rate caps to protect
us from interest rate increases. In addition, our leases provide for the payment
of percentage rent to us based on increases in total sales, and such rent may
increase with inflation.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to risks associated with market changes in interest rates. We
manage our exposure to this market risk by monitoring our available financing
alternatives. Our strategy to manage exposure to changes in interest rates is
unchanged from December 31, 2001. Other than as described below we do not
foresee any significant changes in our exposure to fluctuations in interest
rates or in how we manage this exposure in the near future. In January 2003 we
issued $175 million of 6.75% senior notes due 2013 and in February 2003 we
prepaid $150 million of 8.5% senior notes due 2009. Including the impact of
these two transactions, at March 14, 2003, our total outstanding debt consisted
of four issues of fixed rate, senior unsecured notes:

<Table>
<Caption>
                                 Annual           Annual
       Principal Balance     Interest Rate   Interest Expense      Maturity    Interest Payments Due
       -----------------     -------------   ----------------      --------    ---------------------
         <S>                     <C>          <C>                    <C>           <C>
         $ 150.0 million         7.000%       $ 10.5 million         2008          Semi-Annually
            50.0 million         9.125%          4.6 million         2010          Semi-Annually
           125.0 million         6.850%          8.6 million         2012          Semi-Annually
           175.0 million         6.750%         11.8 million         2013          Semi-Annually
         ---------------                      ---------------
         $ 500.0 million                      $ 35.5 million
</Table>

No principal repayments are due under these notes until maturity. Because these
notes bear interest at fixed rates, changes in market interest rates during the
term of this debt will not effect our operating results. If at maturity these
notes were refinanced at interest rates which are 10% higher than shown above,
our per annum interest cost would increase by approximately $3.5 million.
Changes in the interest rate also affect the fair value of our debt obligations;
increases in market interest rates decrease the fair value of our fixed rate
debt while decreases in market interest rates increase the fair value of our
fixed rate debt. A hypothetical immediate 10% change in interest rates would
change the fair value of our fixed rate debt obligations in the table above by
approximately $13.6 million.

Each of our fixed rate debt arrangements allows us to make repayments earlier
than the stated maturity date. We are generally allowed to make prepayments only
at face value plus a premium equal to a make-whole amount, as defined, generally
designed to preserve a stated yield to the note holder. These prepayment rights
may afford us the opportunity to mitigate the risk of refinancing at maturity at
higher rates by refinancing prior to maturity.

Our revolving credit facility bears interest at floating rates and matures in
2005. As of December 31, 2002, there was zero outstanding and the full amount of
$350 million was available. The credit facility has a feature that will allow us
to expand borrowings up to $700 million, in certain cases. Our revolving credit
facility is available to finance acquisitions and for general business purposes.
Repayments under the revolving credit facility may be made at any time without
penalty. Our exposure to fluctuations in interest rates may in the future
increase if we incur debt to fund future acquisitions or otherwise. A change in
interest rates would not affect the value of our floating rate debt obligations,
but would affect the interest which we must pay on this debt.

The interest rate market which has an impact upon us is the U.S. dollar interest
rate market for corporate obligations, including floating rate LIBOR based
obligations and fixed rate obligations.

                                       36
<Page>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements and financial statement schedule begin on Page F-1 (see
index in Item 15(a)).

One of our tenants, HMH HPT Courtyard LLC, a subsidiary of Host Marriott
Corporation, leases 53 hotels from us which represent 19% (20% at December
31, 2001) of our investments, at cost at December 31, 2002. During 1999, with
our consent, HMH HPT Courtyard LLC began to sublease these 53 properties to
CCMH Courtyard I LLC, a subsidiary of Barcelo Crestline Corporation. The
financial statements for HMH HPT CBM LLC as of December 31, 2002, and
December 31, 2001, and for the three fiscal years ended December 31, 2002,
begin on page F-17. The financial statements of CCMH Courtyard I LLC as of
January 3, 2003, and December 28, 2001, and for the three fiscal years ended
January 3, 2003, begin on page F-28.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Arthur Andersen LLP audited our consolidated balance sheet as of December 31,
2001, and the related consolidated statements of income, shareholders' equity
and cash flows for each of the two years in the period ended December 31, 2001.
On June 15, 2002, Arthur Andersen LLP was convicted of obstruction of justice by
a federal jury in Houston, Texas. On September 15, 2002, a federal judge upheld
this conviction. Arthur Andersen LLP ceased its audit practice before the SEC on
August 31, 2002. Upon unanimous recommendation of our audit committee, our board
of trustees dismissed Arthur Andersen LLP as our independent auditor effective
June 28, 2002, and engaged Ernst & Young LLP to serve as our independent auditor
for the year ending December 31, 2002. The change was not the result of any
disagreement between us and Arthur Andersen LLP on any matter. Because of the
circumstances currently affecting Arthur Andersen LLP, it may not be able to
satisfy any claims arising from the provision of auditing services to us,
including claims investors and purchasers of our securities may have that are
available to security holders under the federal and state securities laws.

We have no disagreements with our accountants on accounting and financial
disclosure.

                                       37
<Page>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by Item 10 is incorporated by reference to our
definitive Proxy Statement, which will be filed not later than 120 days after
the end of our fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated by reference to our
definitive Proxy Statement, which will be filed no later than 120 days after the
end of our fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION. Under our 1995 Incentive Share Award Plan,
we grant common shares to our officers and other employees of RMR, subject to
vesting requirements, based on annual performance reviews. In addition, under
this plan, our independent trustees receive 300 shares per year each as part of
their annual compensation for serving as trustees. Payments by us to RMR are
described in Item 7., "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources - Related
Party Transactions". The following table provides a summary as of December 31,
2002, our 1995 Incentive Share Award Plan.

<Table>
<Caption>
                                                                                       Number of securities
                                                                                     remaining available for
                            Number of securities                                      future issuance under
                              to be issued upon            Weighted-average            equity compensation
                                 exercise of              exercise price of              plans (excluding
                            outstanding options,         outstanding options,        securities reflected in
                             warrants and rights         warrants and rights               column (a))

                                     (a)                         (b)                           (c)
                           ------------------------    -------------------------     -------------------------
  <S>                               <C>                         <C>                           <C>
   Equity compensation
    plans approved by
    security holders                None.                       None.                         41,000

   Equity compensation
  plans not approved by
    security holders                None.                       None.                          None.

          Total                     None.                       None.                         41,000
</Table>

The remainder of the information required by Item 12 is incorporated by
reference to our definitive Proxy Statement, which will be filed not later than
120 days after the end of our fiscal year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This information required by Item 13 is incorporated by reference to our
definitive Proxy Statement, which will be filed not later than 120 days after
the end of our fiscal year.

ITEM 14. CONTROLS AND PROCEDURES

a)   Within the 90 days prior to the date of this report, our management carried
out an evaluation, under the supervision and with the participation of our
Managing Trustees, President and Chief Operating Officer and Treasurer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 and
15d-14. Based upon that evaluation, our Managing Trustees, President and Chief
Operating Officer and Treasurer and Chief Financial Officer

                                       38
<Page>

concluded that our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in our periodic
SEC filings.

b)   There have been no significant changes in our internal controls or in other
factors that could significantly affect those controls since our evaluation of
these controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The following audited consolidated financial statements and schedule of
Hospitality Properties Trust are included on the pages indicated:

<Table>
<Caption>
                                                                                          Page
                                                                                          ----
    <S>                                                                                   <C>
    Report of Independent Auditors....................................................    F-1

    Report of Independent Public Accountants..........................................    F-2

    Consolidated Balance Sheet as of December 31, 2002 and 2001.......................    F-3

    Consolidated Statement of Income for the three years ended December 31, 2002......    F-4

    Consolidated Statement of Shareholders' Equity for the three years ended
    December 31, 2002.................................................................    F-5

    Consolidated Statement of Cash Flows for the three years ended
    December 31, 2002.................................................................    F-6

    Notes to Consolidated Financial Statements........................................    F-7

    Report of Independent Auditors on Schedule........................................    F-13

    Report of Independent Public Accountants on Schedule..............................    F-14

    Schedule III - Real Estate and Accumulated Depreciation...........................    F-15
</Table>

         All other schedules for which provision is made in the applicable
         accounting regulations of the Securities and Exchange Commission are
         not required under the related instructions or are inapplicable, and
         therefore have been omitted.

The following audited financial statements of HMH HPT CBM LLC, a subsidiary of
Host Marriott Corporation and the lessee of 53 of our Courtyard by Marriott(R)
hotels are included on the pages indicated:

<Table>
<Caption>
                                                                                          Page
                                                                                          ----
    <S>                                                                                   <C>
    Introduction to Supplementary Financial Statements
    of HMH HPT CBM LLC................................................................    F-17

    Independent Auditors Report.......................................................    F-18

    Report of Independent Public Accountants..........................................    F-19

    Balance Sheets as of December 31, 2002 and December 31, 2001......................    F-20

    Statements of Operations for the fiscal years ended December 31, 2002,
    December 31, 2001 and December 31, 2000...........................................    F-21

    Statements of Changes in Member's Equity for the fiscal years ended
    December 31, 2002, December 31, 2001 and December 31, 2000........................    F-22
</Table>

                                       39
<Page>

<Table>
    <S>                                                                                   <C>
    Statements of Cash Flows for the fiscal years ended December 31, 2002,
    December 31, 2001 and December 31, 2000...........................................    F-23

    Notes to Financial Statements.....................................................    F-24
</Table>

The following audited financial statements of CCMH Courtyard I LLC, a
subsidiary of Barcelo Crestline Corporation, and the sublessee of the 53
Courtyard by Marriott(R) hotels leased to HMH HPT CBM LLC, are included on
the pages indicated. These assets are subleased by CCMH Courtyard I LLC from
HMH HPT CBM LLC, a subsidiary of Host Marriott Corporation, whose audited
financial statements appear on the pages indicated above.

<Table>
<Caption>
                                                                                          Page
                                                                                          ----
    <S>                                                                                   <C>
    Introduction to Supplementary Financial Statements
    of CCMH Courtyard I LLC...........................................................    F-28

    Report of Independent Public Auditors.............................................    F-29

    Report of Independent Public Accountants..........................................    F-30

    Balance Sheets as of January 3, 2003 and December 28, 2001........................    F-31

    Statements of Operations for the fiscal years ended January 3, 2003,
    December 28, 2001 and December 29, 2000...........................................    F-32

    Statements of Member's Equity for the fiscal years ended January 3, 2003,
    December 28, 2001 and December 29, 2000...........................................    F-33

    Statements of Cash Flows for the fiscal years ended January 3, 2003,
    December 28, 2001, and December 29, 2000..........................................    F-34

    Notes to Financial Statements.....................................................    F-35
</Table>

(b) REPORTS ON FORM 8-K

During the fourth quarter of 2002, we filed the following Current Reports on
Form 8-K as follows:

     1.   On October 3, 2002, the Company filed a Current Report on Form 8-K to
          announce a press release issued by the Company on October 1, 2002,
          regarding the issuance of a quarterly common dividend and the election
          of officers.

     2.   On December 5, 2002, the Company filed a Current Report on Form 8-K to
          announce the issuance of 8.875% series B cumulative redeemable
          preferred shares in a public offering and filed as exhibits: (i)
          Underwriting Agreement, dated as of December 5, 2002 by and among
          Hospitality Properties Trust and the several underwriters named
          therein relating to 8.875% series B cumulative redeemable preferred
          shares, (ii) Form of Articles Supplementary relating to the 8.875%
          series B cumulative redeemable preferred shares, (iii) Form of
          temporary 8.875% series B cumulative redeemable preferred share
          certificate, (iv) Opinion of Sullivan & Worcester LLP re: tax matters,
          (v) Computation of ratio of earnings to fixed charges, (vi)
          Computation of ratio of earnings to combined fixed charges and
          preferred distributions and (vii) Consent of Sullivan & Worcester LLP
          (contained in Exhibit 8.1).

EXHIBITS

3.1       Composite copy of Amended and Restated Declaration of Trust dated
          August 21, 1995, as amended to date. (INCORPORATED BY REFERENCE TO THE
          COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
          1998)

3.2       Articles Supplementary dated June 2, 1997. (INCORPORATED BY REFERENCE
          TO THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
          DECEMBER 31, 1997)

                                       40
<Page>

3.3       Articles Supplementary dated April 8, 1999. (INCORPORATED BY REFERENCE
          TO THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
          DECEMBER 31, 2000)

3.4       Articles Supplementary dated May 16, 2000. (INCORPORATED BY REFERENCE
          TO THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
          DECEMBER 31, 2000)

3.5       Articles Supplementary dated December 9, 2002. (FILED HEREWITH)

3.6       Amended and Restated Bylaws of the Company, as amended. (FILED
          HEREWITH)

4.1       Form of Common Share Certificate. (INCORPORATED BY REFERENCE TO THE
          COMPANY'S REGISTRATION STATEMENT ON FORM S-11 (FILE NO. 33-92330))

4.2       Form of 9-1/2% Series A Cumulative Redeemable Preferred Share
          Certificate. (INCORPORATED BY REFERENCE TO THE COMPANY'S REPORT ON
          FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999)

4.3       Rights Agreement, dated as of May 20, 1997, between the Company and
          State Street Bank and Trust Company, as Rights Agent. (INCORPORATED BY
          REFERENCE TO THE COMPANY'S CURRENT REPORT ON FORM 8-K DATED MAY 29,
          1997)

4.4       Indenture, dated as of February 25, 1998, between the Company and
          State Street Bank and Trust Company. (INCORPORATED BY REFERENCE TO THE
          COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
          1997)

4.5       Supplemental Indenture No. 1, dated as of February 25, 1998, between
          the Company and State Street Bank and Trust Company, relating to the
          Company's 7.00% Senior Notes due 2008, including form thereof.
          (INCORPORATED BY REFERENCE TO THE COMPANY'S ANNUAL REPORT ON FORM 10-K
          FOR THE YEAR ENDED DECEMBER 31, 1997)

4.6       Supplemental Indenture No. 4 dated as of July 14, 2000, between the
          Company and State Street Bank and Trust Company, relating to the
          Company's 9.125% Senior Notes due 2010, including form thereof.
          (INCORPORATED BY REFERENCE TO THE COMPANY'S ANNUAL REPORT ON FORM 10-K
          FOR THE YEAR ENDED DECEMBER 31, 2000)

4.7       Supplemental Indenture No. 5, dated as of July 28, 2000, between the
          Company and State Street Bank and Trust Company, relating to the
          Company's 9.125% Senior Notes due 2010, including form thereof.
          (INCORPORATED BY REFERENCE TO THE COMPANY'S ANNUAL REPORT ON FORM 10-K
          FOR THE YEAR ENDED DECEMBER 31, 2000)

4.8       Form of 8.875% Series B Cumulative Redeemable Preferred Share
          Certificate. (INCORPORATED BY REFERENCE TO THE COMPANY'S CURRENT
          REPORT ON FORM 8-K DATED DECEMBER 6, 2002)

4.9       Supplemental Indenture No. 6 dated as of July 8, 2002 between the
          Company and State Street Bank and Trust Company, including form of
          6.85% Senior Notes due 2012. (INCORPORATED BY REFERENCE TO THE
          COMPANY'S QUARTERLY REPORT ON FORM 10- Q FOR THE QUARTER ENDED JUNE
          30, 2002)

4.10      Supplemental Indenture No. 7 dated as of January 24, 2003 between the
          Company and U.S. Bank National Association, as successor trustee,
          relating to the Company's 63/4% Senior Notes due 2013, including form
          of thereof. (FILED HEREWITH)

8.1       Opinion of Sullivan & Worcester LLP as to certain tax matters. (FILED
          HEREWITH)

10.1      Advisory Agreement, dated January 1, 1998, by and between REIT
          Management & Research, Inc. and the Company (+). (INCORPORATED BY
          REFERENCE TO THE COMPANY'S CURRENT REPORT ON FORM 8-K DATED FEBRUARY
          11, 1998)

10.2      The Company's 1995 Incentive Share Award Plan (+). (INCORPORATED BY
          REFERENCE TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-11 (FILE
          NO. 33-92330))

10.3      Form of Courtyard Management Agreement between HMH Courtyard
          Properties, Inc., d/b/a/ HMH Properties, Inc. and Courtyard Management
          Corporation. (INCORPORATED BY REFERENCE TO THE COMPANY'S REGISTRATION
          STATEMENT ON FORM S-11 (FILE NO. 33-92330))

                                       41
<Page>

10.4      Form of First Amendment to Courtyard Management Agreement between
          Courtyard Management Corporation and the Company and Consolidation
          Letter Agreement by and between Courtyard Management Corporation and
          the Company. (INCORPORATED BY REFERENCE TO THE COMPANY'S REGISTRATION
          STATEMENT ON FORM S-11 (FILE NO. 33-92330))

10.5      Form of Lease Agreement between the Company and HMH HPT Courtyard,
          Inc. (INCORPORATED BY REFERENCE TO THE COMPANY'S REGISTRATION
          STATEMENT ON FORM S-11 (FILE NO. 33-92330))

10.6      Amended and Restated Master Lease Agreement, dated as of December 23,
          1999, by and between HPTSHC Properties Trust and Summerfield HPT Lease
          Company, L.P. (INCORPORATED BY REFERENCE TO THE COMPANY'S REPORT ON
          FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999)

10.7      Master Lease Agreement, dated as of April 30, 1999, by and among the
          Company, HPTCY Properties Trust and HMH HPT Courtyard LLC.
          (INCORPORATED BY REFERENCE TO THE COMPANY'S REPORT ON FORM 10-K FOR
          THE YEAR ENDED DECEMBER 31, 1999)

10.8      Agreement to Assign, Release, Franchise and Manage, dated as of June
          15, 2001, by and among HPT, HPTMI Properties Trust ("HPTMI"), HPTMI
          Hawaii, Inc. ("HPTMI Hawaii"), HPT TRS MI-135, Inc. ("TRS"), Marriott
          International, Inc. ("MI"), CR14 Tenant Corporation ("CR14"), CRTM17
          Tenant Corporation ("CRTM17"), Courtyard Marriott Corporation
          ("Courtyard"), Marriott Hotel Services, Inc. ("Full Service Manager"),
          Residence Inn by Marriott, Inc. ("Residence Inn"), SpringHill SMC
          Corporation ("SpringHill") and TownePlace Management Corporation,
          ("TownePlace"). (INCORPORATED BY REFERENCE TO THE COMPANY'S CURRENT
          REPORT ON FORM 8-K DATED JULY 31, 2001)

10.9      Form of Management Agreement by and between Courtyard and TRS.
          (INCORPORATED BY REFERENCE TO THE COMPANY'S QUARTERLY REPORT ON FORM
          10-Q FOR THE QUARTER ENDED JUNE 30, 2001)

10.10     Pooling Agreement, dated as of June 15, 2001, by and among MI, Full
          Service Manager, Residence Inn, Courtyard, SpringHill, TownePlace and
          TRS. (INCORPORATED BY REFERENCE TO THE COMPANY'S CURRENT REPORT ON
          FORM 8-K DATED JULY 31, 2001)

10.11     Amended and Restated Limited Rent Guaranty, dated as of June 15, 2001,
          made by MI in favor of HPTMI. (INCORPORATED BY REFERENCE TO THE
          COMPANY'S CURRENT REPORT ON FORM 8-K DATED JULY 31, 2001)

10.12     Guaranty, dated as of June 15, 2001, made by MI in favor of TRS.
          (INCORPORATED BY REFERENCE TO THE COMPANY'S CURRENT REPORT ON FORM 8-K
          DATED JULY 31, 2001)

10.13     Holdback and Security Agreement, dated as of June 15, 2001, by and
          among MI, St. Louis Airport, L.L.C., Nashville Airport, L.L.C.,
          Residence Inn, Courtyard, SpringHill, TownePlace, Full Service
          Manager, CR14, CRTM17, TRS, HPTMI Hawaii and HPTMI. (INCORPORATED BY
          REFERENCE TO THE COMPANY'S CURRENT REPORT ON FORM 8-K DATED JULY 31,
          2001)

10.14     Credit Agreement dated as of March 26, 2002 by and among the Company,
          First Union Securities, Inc., d/b/a Wachovia Securities, Dresdner Bank
          Real Estate, First Union National Bank, Dresdner Bank AG, New York and
          Grand Cayman Branches, ING Capital LLC, CIBC World Markets Corp.,
          Societe Generale, and each of the Financial Institutions Initially a
          signatory thereto together with their Assignees. (INCORPORATED BY
          REFERENCE TO THE COMPANY'S REPORT ON FORM 10-K FOR THE YEAR ENDED
          DECEMBER 31, 2001)

10.15     Second Amended and Restated Lease Agreement, dated April 12, 2002, by
          and between HPT CW Properties Trust and Candlewood Leasing No. 3, Inc.
          (INCORPORATED BY REFERENCE TO THE COMPANY'S REPORT ON FORM 10-Q FOR
          THE QUARTER ENDED JUNE 30, 2002)

12.1      Ratio of Earnings to Fixed Charges. (FILED HEREWITH)

12.2      Ratio of Earnings to Combined Fixed Charges and Preferred
          Distributions. (FILED HEREWITH)

21.1      Subsidiaries of the Registrant. (FILED HEREWITH)

23.1      Consent of Ernst & Young LLP. (FILED HEREWITH)

23.2      Consent of KPMG LLP. (FILED HEREWITH)

23.2.A    Consent of KPMG LLP. (FILED HEREWITH)

                                       42
<Page>

23.3      Notice Regarding Consent of Arthur Andersen LLP. (FILED HEREWITH)

23.4      Consent of Sullivan & Worcester LLP. (INCLUDED IN EXHIBIT 8.1 TO THIS
          ANNUAL REPORT ON FORM 10-K)

99.1      Certification required by 18 U.S.C. Sec. 1350 (Section 906 of the
          Sarbanes-Oxley Act of 2002). (FILED HEREWITH)

(+)       Management contract or compensatory plan or agreement.

                                       43
<Page>

                         REPORT OF INDEPENDENT AUDITORS

TO THE TRUSTEES AND SHAREHOLDERS OF HOSPITALITY PROPERTIES TRUST:

We have audited the accompanying consolidated balance sheet of Hospitality
Properties Trust and subsidiaries as of December 31, 2002, and the related
consolidated statements of income, shareholders' equity, and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The consolidated financial
statements of Hospitality Properties Trust and subsidiaries as of December
31, 2001, and for the two years then ended, were audited by other auditors
who have ceased operations and whose report dated January 15, 2002, expressed
an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Hospitality
Properties Trust and subsidiaries at December 31, 2002 and the consolidated
results of their operations and their cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States.

                                        /s/ Ernst & Young LLP

Boston, Massachusetts
February 18, 2003

                                       F-1
<Page>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Trustees and Shareholders of Hospitality Properties Trust:

We have audited the accompanying consolidated balance sheet of Hospitality
Properties Trust and subsidiaries (a Maryland real estate investment trust) (the
"Company") as of December 31, 2001 and 2000, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the three
years in the period ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Hospitality
Properties Trust and subsidiaries as of December 31, 2001 and 2000, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States.

                                                         /s/ Arthur Andersen LLP

Vienna, Virginia
January 15, 2002

Note:

This is a copy of the audit report previously issued by Arthur Andersen LLP in
connection with Hospitality Properties Trust and subsidiaries filing on Form
10-K for the year ended December 31, 2001. This audit report has not been
reissued by Arthur Andersen LLP in connection with this filing on Form 10-K.

                                       F-2
<Page>

                          HOSPITALITY PROPERTIES TRUST

                           CONSOLIDATED BALANCE SHEET

                    (dollars in thousands, except share data)

<Table>
<Caption>
                                                                                 As of December 31,
                                                                             --------------------------
                                                                                 2002          2001
                                                                             -----------    -----------
<S>                                                                          <C>            <C>
                               ASSETS

Real estate properties, at cost:
   Land...................................................................   $   376,089    $   347,009
   Buildings, improvements and equipment..................................     2,386,233      2,282,144
                                                                             -----------    -----------
                                                                               2,762,322      2,629,153
   Accumulated depreciation...............................................      (425,910)      (363,329)
                                                                             -----------    -----------
                                                                               2,336,412      2,265,824

Cash and cash equivalents.................................................         7,337         38,962
Restricted cash (FF&E escrow).............................................        46,807         39,913
Other assets, net.........................................................        13,200         10,265
                                                                             -----------    -----------
                                                                             $ 2,403,756    $ 2,354,964
                                                                             ===========    ===========

                LIABILITIES AND SHAREHOLDERS' EQUITY

Revolving credit facility.................................................   $        --    $        --
Senior notes, net of discounts............................................       473,965        464,781
Security and other deposits...............................................       269,918        263,983
Accounts payable and other................................................        12,742         19,964
Due to affiliate..........................................................         2,111          1,717
                                                                             -----------    -----------
       Total liabilities..................................................       758,736        750,445
                                                                             -----------    -----------

Commitments and contingencies

Shareholders' equity:
    Series A preferred shares; 9 1/2% cumulative redeemable; no par
      value; 3,000,000 shares issued and outstanding, aggregate
      liquidation preference $75,000......................................        72,207         72,207
      Series B preferred shares; 8 7/8% cumulative redeemable; no
      par value; 3,450,000 shares issued and outstanding, aggregate
      liquidation preference $86,250......................................        83,306             --
    Common shares of beneficial interest;  $0.01 par value;
      62,547,348 and 62,515,940 shares issued and outstanding,
      respectively........................................................           625            625
    Additional paid-in capital............................................     1,668,230      1,667,256
    Cumulative net income.................................................       715,865        573,663
    Cumulative preferred distributions....................................       (26,481)       (19,356)
    Cumulative common distributions.......................................      (868,732)      (689,876)
                                                                             -----------    -----------
      Total shareholders' equity..........................................     1,645,020      1,604,519
                                                                             -----------    -----------
                                                                             $ 2,403,756    $ 2,354,964
                                                                             ===========    ===========
</Table>

   The accompanying notes are an integral part of these financial statements.

                                       F-3
<Page>

                          HOSPITALITY PROPERTIES TRUST

                        CONSOLIDATED STATEMENT OF INCOME

                      (in thousands, except per share data)

<Table>
<Caption>
                                                                          Year Ended December 31,
                                                                    ------------------------------------
                                                                       2002         2001         2000
                                                                    ----------   ----------   ----------
<S>                                                                 <C>          <C>          <C>
REVENUES:
    Rental income:
      Minimum rent...............................................   $  245,197   $  236,876   $  228,733
      Percentage rent............................................        2,291        3,414        5,644
                                                                    ----------   ----------   ----------
                                                                       247,488      240,290      234,377
    Hotel operating revenues.....................................       79,328       37,982           --
    FF&E reserve income..........................................       21,600       24,652       25,753
    Interest income..............................................          290          953        2,893
                                                                    ----------   ----------   ----------
      Total revenues.............................................      348,706      303,877      263,023
                                                                    ----------   ----------   ----------

EXPENSES:
    Hotel operating expenses.....................................       50,515       24,375           --
    Interest (including amortization of deferred
      financing costs of $2,650, $2,417 and $2,068,
      respectively)..............................................       42,424       41,312       37,682
    Depreciation and amortization................................       96,474       91,395       84,303
    General and administrative...................................       15,491       14,839       14,767
                                                                    ----------   ----------   ----------
      Total expenses.............................................      204,904      171,921      136,752
                                                                    ----------   ----------   ----------

Net income before extraordinary item.............................      143,802      131,956      126,271
    Extraordinary item - loss on early extinguishment of
      debt.......................................................        1,600           --           --
                                                                    ----------   ----------   ----------
    Net income...................................................      142,202      131,956      126,271
    Preferred distributions......................................        7,572        7,125        7,125
                                                                    ----------   ----------   ----------
Net income available for common shareholders.....................   $  134,630   $  124,831   $  119,146
                                                                    ==========   ==========   ==========

Weighted average common shares outstanding.......................       62,538       58,986       56,466
                                                                    ==========   ==========   ==========

Basic and diluted earnings per common share:
  Net income available for common shareholders before
      extraordinary item........................................    $     2.18   $     2.12   $     2.11
  Extraordinary item - loss on early extinguishment of
      debt......................................................          0.03           --           --
                                                                    ----------   ----------   ----------
  Net income available for common shareholders...................   $     2.15   $     2.12   $     2.11
                                                                    ==========   ==========   ==========
</Table>

   The accompanying notes are an integral part of these financial statements.

                                       F-4
<Page>

                          HOSPITALITY PROPERTIES TRUST

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                        (in thousands, except share data)

<Table>
<Caption>
                                                       Preferred Shares
                            ---------------------------------------------------------------------
                                     Series A                   Series B
                            -------------------------   -------------------------    Cumulative
                             Number of     Preferred     Number of     Preferred      Preferred
                               Shares        Shares        Shares        Shares     Distributions
                            -----------   -----------   -----------   -----------   -------------
<S>                           <C>         <C>             <C>         <C>           <C>
Balance at December 31,
  1999...................     3,000,000   $    72,207            --            --   $      (5,106)

Common share grants......            --            --            --            --              --
Net income...............            --            --            --            --              --
Distributions............            --            --            --            --          (7,125)
                            -----------   -----------   -----------   -----------   -------------
Balance at December 31,
  2000...................     3,000,000        72,207            --            --         (12,231)

Issuance of shares, net..            --            --            --            --              --
Common share grants......            --            --            --            --              --
Net income...............            --            --            --            --              --
Distributions............            --            --            --            --          (7,125)
                            -----------   -----------   -----------   -----------   -------------
Balance at December 31,
  2001...................     3,000,000        72,207            --            --         (19,356)

Issuance of shares, net..            --            --     3,450,000        83,306              --
Common share grants......            --            --            --            --              --
Net income...............            --            --            --            --              --
Distributions............            --            --            --            --          (7,125)
                            -----------   -----------   -----------   -----------   -------------
Balance at December 31,
  2002...................     3,000,000   $    72,207     3,450,000   $    83,306   $     (26,481)
                            ===========   ===========   ===========   ===========   =============

<Caption>
                                            Common Shares
                             -----------------------------------------
                                                                           Additional
                             Number of     Preferred       Preferred         Paid-in    Cumulative
                               Shares        Shares      Distributions       Capital    Net Income       Total
                             ----------   -----------    -------------    -----------   ----------    -----------
<S>                          <C>          <C>            <C>              <C>           <C>           <C>
Balance at December 31,
  1999...................    56,449,743   $       564    $    (369,880)   $ 1,506,494   $   315,436   $ 1,519,715

Common share grants .....        22,769             1               --            482            --           483
Net income...............            --            --               --             --       126,271       126,271
Distributions............            --            --         (156,404)            --            --      (163,529)
                            -----------   -----------    -------------    -----------   -----------   -----------
Balance at December 31,
  2000...................    56,472,512           565         (526,284)     1,506,976       441,707     1,482,940

Issuance of shares, net..     6,000,000            60               --        159,250            --       159,310
Common share grants......        43,428            --               --          1,030            --         1,030
Net income...............            --            --               --             --       131,956       131,956
Distributions............            --            --         (163,592)            --            --      (170,717)
                            -----------   -----------    -------------    -----------   -----------   -----------
Balance at December 31,
  2001...................    62,515,940           625         (689,876)     1,667,256       573,663     1,604,519

Issuance of shares, net..            --            --               --             --            --        83,306
Common share grants......        31,408            --               --            974            --           974
Net income...............            --            --               --             --       142,202       142,202
Distributions............            --            --         (178,856)            --            --      (185,981)
                            -----------   -----------    -------------    -----------   -----------   -----------
Balance at December 31,
  2002...................    62,547,348   $       625    $    (868,732)   $ 1,668,230   $   715,865   $ 1,645,020
                            ===========   ===========    =============    ===========   ===========   ===========
</Table>

   The accompanying notes are an integral part of these financial statements.

                                       F-5
<Page>

                          HOSPITALITY PROPERTIES TRUST

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                 (in thousands)

<Table>
<Caption>
                                                                      Year Ended December 31,
                                                            ------------------------------------------
                                                                2002           2001           2000
                                                            ------------   ------------   ------------
<S>                                                         <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income ............................................   $    142,202   $    131,956   $    126,271
  Adjustments to reconcile net income to cash provided by
    operating activities:
    Depreciation and amortization .......................         96,474         91,395         84,303
    Amortization of deferred financing costs as interest           2,650          2,417          2,068
    FF&E reserve income and deposits ....................        (25,710)       (26,540)       (25,753)
    Extraordinary item - loss on early extinguishment of
      debt ..............................................          1,600             --             --
    Changes in assets and liabilities:
      Increase in other assets ..........................           (762)          (498)          (541)
      (Decrease) increase in accounts payable and other..         (7,222)         4,926          2,235
      Increase (decrease) in due to affiliate ...........          1,013          1,706           (238)
                                                            ------------   ------------   ------------
    Cash provided by operating activities ...............        210,245        205,362        188,345
                                                            ------------   ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Real estate acquisitions ..............................       (148,246)      (185,799)      (134,353)
  Increase in security and other deposits ...............          5,935          6,606         16,410
  Refund of other deposits ..............................             --             --         (5,275)
                                                            ------------   ------------   ------------
    Cash used in investing activities ...................       (142,311)      (179,193)      (123,218)
                                                            ------------   ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of preferred shares, net .......         83,306             --             --
  Proceeds from issuance of common shares, net ..........             --        159,310             --
  Debt issuance, net of discount ........................        124,106             --         49,938
  Repayment of senior notes .............................       (115,000)            --             --
  Draws on revolving credit facility ....................        295,000        150,000         42,000
  Repayments of revolving credit facility ...............       (295,000)      (150,000)       (42,000)
  Deferred finance costs paid ...........................         (5,990)          (401)          (489)
  Distributions to preferred shareholders ...............         (7,125)        (7,125)        (7,125)
  Distributions to common shareholders ..................       (178,856)      (163,592)      (156,404)
                                                            ------------   ------------   ------------
    Cash used in financing activities ...................        (99,559)       (11,808)      (114,080)
                                                            ------------   ------------   ------------

(Decrease) increase in cash and cash equivalents ........        (31,625)        14,361        (48,953)
Cash and cash equivalents at beginning of period ........         38,962         24,601         73,554
                                                            ------------   ------------   ------------
Cash and cash equivalents at end of period ..............   $      7,337   $     38,962   $     24,601
                                                            ============   ============   ============

SUPPLEMENTAL INFORMATION:
  Cash paid for interest ................................   $     36,079   $     39,025   $     33,508
  Non-cash investing and financing activities:
    Property managers deposits in FF&E reserve ..........         23,745         23,521         23,212
    Purchases of fixed assets with FF&E reserve .........        (18,816)       (14,102)       (24,698)
    Real estate acquired in an exchange .................        (28,914)            --             --
    Real estate disposed of in an exchange ..............         28,914             --             --
</Table>

   The accompanying notes are an integral part of these financial statements.

                                       F-6
<Page>

                          HOSPITALITY PROPERTIES TRUST

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    (dollars in thousands, except share data)

1. ORGANIZATION

Hospitality Properties Trust ("HPT") is a real estate investment trust organized
on February 7, 1995, under the laws of the State of Maryland, which invests in
hotels. At December 31, 2002, HPT, directly and through subsidiaries, owned 251
properties.

The properties of HPT and its subsidiaries (the "Company") are leased to or
managed by subsidiaries (the "Lessees" and the "Managers") of companies
unaffiliated with HPT: Host Marriott Corporation ("Host"); Marriott
International, Inc. ("Marriott"); Barcelo Crestline Corporation ("Barcelo
Crestline"); Wyndham International, Inc. ("Wyndham"); Prime Hospitality
Corporation ("Prime"); Candlewood Hotel Company, Inc. ("Candlewood"); and
BRE/Homestead Village LLC ("Homestead").

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION. These consolidated financial statements include the accounts of
HPT and its subsidiaries, all of which are 100% owned directly or indirectly by
HPT. All intercompany transactions have been eliminated.

REAL ESTATE PROPERTIES. Real estate properties are recorded at cost.
Depreciation is provided for on a straight-line basis over estimated useful
lives of 7 to 40 years. The Company periodically evaluates the carrying value of
its long-lived assets in accordance with Statement of Financial Accounting
Standards No. 144.

CASH AND CASH EQUIVALENTS. Highly liquid investments with original maturities of
three months or less at date of purchase are considered to be cash equivalents.
The carrying amount of cash and cash equivalents is equal to its fair value.

DEFERRED FINANCING COSTS. Costs incurred to borrow are capitalized and amortized
over the term of the related borrowing. Deferred financing costs were $8,445,
$6,627 and $8,643 at December 31, 2002, 2001 and 2000, respectively, net of
accumulated amortization of $3,980, $7,426 and $5,009, respectively.

REVENUE RECOGNITION. Rental income from operating leases is recognized on a
straight line basis over the life of the lease agreements. Percentage rent is
recognized when all contingencies are met and rent is earned. Hotel operating
revenues, consisting primarily of room sales and sales of food, beverages and
telephone services are recognized when earned. Some of the Company's leases
provide that FF&E reserve escrows are owned by the Company. All other leases
provide that FF&E reserve escrows are owned by the tenant and the Company has a
security and remainder interest in the escrow account. When the Company owns the
escrow for leased properties, generally accepted accounting principles require
that payments into the escrow be reported as additional rent. When the Company
has a security and remainder interest in the escrow account, deposits are not
included in revenue.

PER COMMON SHARE AMOUNTS. Per common share amounts are computed using the
weighted average number of common shares outstanding during the period. The
Company has no common share equivalents, instruments convertible into common
shares or other dilutive instruments.

USE OF ESTIMATES. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect reported amounts.
Actual results could differ from those estimates.

INCOME TAXES. The Company is a real estate investment trust under the Internal
Revenue Code of 1986, as amended. The Company is not subject to Federal income
taxes on its net income provided it distributes its taxable income to
shareholders and meets certain other requirements. The characterization of the
distributions paid in 2002, 2001 and 2000 was 74.5%, 85.9% and 85.1% ordinary
income, respectively, and 25.5%, 14.1% and 14.9% return of capital,
respectively.

                                       F-7
<Page>

                          HOSPITALITY PROPERTIES TRUST

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    (dollars in thousands, except share data)

As permitted by the REIT Modernization Act, or RMA, during 2001 the Company
formed a so-called "taxable REIT subsidiary," to act as lessee for some of its
hotels. The hotels leased to this subsidiary are operated by subsidiaries of
Marriott under a long-term operating agreement. For federal income tax purposes,
this subsidiary is a taxable entity separate from the Company's other
subsidiaries, which are generally not subject to federal taxes, as described
above. During 2002 and 2001, the Company estimates that its taxable REIT
subsidiary had zero taxable income, and accordingly made no provision for
federal income taxes. As of December 31, 2002, the Company's taxable REIT
subsidiary had no difference between the bases of its assets or liabilities
under generally accepted accounting principles and their tax bases.

NEW ACCOUNTING PRONOUNCEMENTS. In April 2002, the Financial Accounting Standards
Board ("FASB") issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and
64, Amendment of FASB Statement No. 13, and Technical Corrections" ("FAS 145").
The provisions of this standard eliminate the requirement that a gain or loss
from the extinguishment of debt be classified as an extraordinary item, unless
it can be considered unusual in nature and infrequent in occurrence. The Company
will be required to implement FAS 145 on January 1, 2003. Upon implementation,
the Company will reclassify all extraordinary gains or losses from debt
extinguishments in 2002 and prior as ordinary income/loss from operations.

In 2001, the FASB issued Statement No. 142 "Goodwill and Other Intangible
Assets" ("FAS 142") and Statement No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("FAS 144"), both of which were adopted by the
Company on January 1, 2002. The adoption of FAS 142 and FAS 144 did not have a
material impact on the Company's financial position or results of operations.

3. PREFERRED SHARES

Each of the Company's 3,000,000 outstanding Series A cumulative redeemable
preferred shares has a distribution rate of $2.375 per annum, payable in equal
quarterly amounts, and a liquidation preference of $25 ($75,000 in aggregate).
Series A preferred shares are redeemable at the Company's option for $25 each
plus accrued and unpaid distributions at any time on or after April 12, 2004.

In December 2002, the Company issued 3,450,000 Series B cumulative redeemable
preferred shares, each with a distribution rate of $2.21875 per annum, payable
in equal quarterly amounts, and a liquidation preference of $25 ($86,250 in
aggregate). Series B preferred shares are redeemable at the Company's option for
$25 each plus accrued and unpaid distributions at any time on or after December
10, 2007.

4. LEASES AND OPERATING AGREEMENTS

Each of the Company's 251 hotel properties are leased to or operated by a third
party under one of nine agreements. The Company's agreements have initial terms
expiring between 2010 and 2019. Each of these agreements is for a combination or
pool of between 12 and 57 of the Company's properties. The agreements contain
renewal options for all, but not less than all, of the affected properties, and
the renewal terms total 20 to 48 years. Each agreement requires the third party
lessee or operator to: (i) pay all operating costs associated with the property;
(ii) deposit a percentage of total hotel sales into reserves established for the
regular refurbishment of the Company's hotels ("FF&E reserves"); (iii) make
payments to the Company of minimum rents or returns; and (iv) make payments to
the Company of additional returns equal to 5%-10% of increases in total hotel
sales over a base year threshold amount. Each third party has posted a security
or performance deposit with the Company generally equal to one year's minimum
rent or return.

One agreement discussed above includes 35 hotels, which as of December 31, 2002,
includes 18 hotels operated by affiliates of Marriott under long term management
contracts and leased to the Company's taxable REIT subsidiary as of December 31,
2002. As a result, hotel operating revenues and expenses from these hotels are
reflected in the Company's consolidated statement of income. These hotels are
pooled with 17 other hotels that continue to be leased by Marriott until it
elects to operate them under the management agreement. Each of these 17 hotels
will

                                       F-8
<Page>

                          HOSPITALITY PROPERTIES TRUST

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    (dollars in thousands, except share data)

begin to be leased to the Company's taxable REIT subsidiary and managed by
Marriott prior to June 30, 2004. In January 2003, Marriott elected to operate
four of the 17 hotels under the management agreement.

The Company's leases and operating agreements provide for payments to be
received by the Company during the remaining initial terms as follows:

<Table>
<Caption>
                                                            Total Minimum
                                                            Payments Under
                                   Total Minimum Lease        Operating
                                     Payments from         Agreements with
                                   from Third parties       Third Parties          Total
                                  ---------------------------------------------------------
          <S>                         <C>                     <C>               <C>
          2003                        $   243,298             $  30,361         $   273,659
          2004                            243,298                30,361             273,659
          2005                            243,298                30,361             273,659
          2006                            243,298                30,361             273,659
          2007                            243,298                30,361             273,659
          Thereafter                    1,656,520               364,334           2,020,854
                                      -----------             ---------         -----------
                                      $ 2,873,010             $ 516,139         $ 3,389,149
                                      ===========             =========         ===========
</Table>

As of December 31, 2002, the weighted average remaining initial terms of the
Company's leases and operating agreements was approximately 13.6 years, and the
weighted average remaining total term, including renewal options which may be
exercised, was 53 years.

As further described in Note 8, a number of the Company's leases and
operating agreements are supported by guarantees. The guaranty of the Prime
subsidiary lessee's obligation is secured by a cash guarantee deposit equal
to $16.5 million. The Company will refund the guaranty deposit to Prime when
the Prime subsidiary lessee achieves certain financial performance. While the
Company retains the guaranty deposit the rent payments due from the Prime
subsidiary tenant are reduced by $1,780 per year.

5. REAL ESTATE PROPERTIES

The Company's real estate properties, at cost, consisted of land of $376,089,
buildings and improvements of $2,086,787 and furniture, fixtures and equipment
of $299,446, as of December 31, 2002, and land of $347,009, buildings and
improvements of $1,984,287 and furniture, fixtures and equipment of $297,857, as
of December 31, 2001. During 2002, 2001 and 2000, the Company purchased 21, 8,
and 12 properties, respectively, for aggregate purchase prices of $145,000,
$185,487 and $128,548 excluding closing costs, respectively. As of December 31,
2002, the Company owned and leased 251 hotel properties. During 2002, 2001, and
2000, the Company invested $3,274, $2,507 and $5,805, respectively, in its
existing hotels in excess of amounts funded from FF&E reserves. As a result of
these additional investments, tenant obligations to the Company for annual
minimum lease payments increased $327, $251 and $581 in 2002, 2001 and 2000
respectively.

At December 31, 2002, 10 of the Company's hotels were on leased land. In January
2003, the Company purchased the land related to one of the hotels from an
unrelated party for $6.5 million. For the other nine hotels, in each case, the
remaining term of the ground lease (including renewal options) is in excess of
56 years, and the ground lessors are unrelated to the Company. Ground rent
payable under the nine remaining ground leases is generally calculated as a
percentage of hotel revenues. Seven of the nine ground leases require minimum
annual rent ranging from approximately $102 to $256 per year; minimum rent under
two ground leases has been pre-paid. Under the terms of the Company's leases and
operating agreements, payment of ground lease obligations are made by the
Company's tenant or operator. Future minimum annual rent payments due under the
ground leases are $1,119 for 2003-2007 and total $15,731 for all years
thereafter.

During 2002, the Company exchanged three of its hotels with one of its tenants
for three different hotels at no cost. No gain or loss was recognized on these
non-monetary exchanges.

                                       F-9
<Page>

                          HOSPITALITY PROPERTIES TRUST

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    (dollars in thousands, except share data)

6. INDEBTEDNESS

<Table>
<Caption>
                                                                     As of December 31,
                                                               ----------------------------
                                                                   2002            2001
                                                               ------------    ------------
<S>                                                            <C>             <C>
Unsecured revolving credit facility ........................   $         --    $         --
7% Senior Notes due 2008 ...................................        150,000         150,000
8.25% Senior Notes due 2005 ................................             --         115,000
8.5% Senior Notes due 2009 .................................        150,000         150,000
9.125% Senior Notes due 2010 ...............................         50,000          50,000
6.85% Senior Notes due 2012 ................................        125,000              --
Unamortized discounts ......................................         (1,035)           (219)
                                                               ------------    ------------
                                                               $    473,965    $    464,781
                                                               ============    ============
</Table>

On January 24, 2003, the Company issued $175,000 of 6.75% senior notes due 2013.
Net proceeds after underwriting and other offering expenses, were $172,555.

On February 18, 2003, the Company redeemed at par plus accrued interest, all of
the outstanding 8.5% Senior Notes due 2009. In connection with this early
repayment, the Company will recognize a charge to ordinary operations for the
write off of unamortized debt issuance cost of approximately $2,582 in the first
quarter of 2003. All of the Company's other senior notes are prepayable at any
time prior to their maturity date at par generally plus a premium equal to a
make-whole amount, as defined, generally designed to preserve a stated yield to
the noteholder. Interest on all the Company's remaining notes is payable
semi-annually in arrears.

The Company negotiated a new revolving credit facility in March 2002. This new
facility matures in June 2005 and may be extended at the Company's option to
June 2006 upon payment of an extension fee. The new facility permits borrowing
up to $350,000 and includes an accordion feature under which the maximum
borrowing could expand to $700,000, in certain circumstances. Drawings under the
credit facility are unsecured. Funds may be drawn, repaid and redrawn until
maturity, and no principal repayment is due until maturity. Interest on
borrowings under the credit facility are payable at a spread above LIBOR. During
2002, 2001 and 2000, the weighted average interest rate on the amounts
outstanding under revolving credit facilities was 3.0%, 5.5% and 8.3%,
respectively. As of December 31, 2002, no amount was outstanding under the
facility.

The Company's credit agreement and note indenture and its supplements contain
financial covenants which, among other things, restrict the ability of the
Company to incur indebtedness and require the Company to maintain financial
ratios and a minimum net worth. The Company was in compliance with these
covenants during the periods presented.

As of December 31, 2002, none of the Company's assets were pledged or mortgaged.
The estimated aggregate market value of the Company's indebtedness based on a
combination of their observable trading prices and quotations from financial
institutions for similar obligations were:

<Table>
<Caption>
                                                                    As of December 31,
                                                               ----------------------------
                                                                   2002            2001
                                                               ------------    ------------
<S>                                                            <C>             <C>
7% Senior Notes, due 2008 ..................................   $    167,392    $    151,130
8.25% Senior Notes, due 2005 ...............................             --         122,293
8.5% Senior Notes, due 2009 ................................        151,498         159,427
9.125% Senior Notes, due 2010 ..............................         59,365          56,356
6.85% Senior Notes, due 2012 ...............................        130,736              --
                                                               ------------    ------------
                                                               $    508,991    $    489,206
                                                               ============    ============
</Table>

                                      F-10
<Page>

                          HOSPITALITY PROPERTIES TRUST

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    (dollars in thousands, except share data)

7. TRANSACTIONS WITH AFFILIATES

Reit Management & Research LLC ("RMR") provides investment, management and
administrative services to the Company. The Company's contract with RMR for such
services has a one-year term, and currently extends to December 31, 2003. RMR is
compensated at an annual rate equal to 0.7% of the Company's average real estate
investments, as defined, up to the first $250,000 of such investments and 0.5%
thereafter plus an incentive fee based upon increases in cash available for
distribution per share, as defined. Advisory fees excluding incentive fees
earned for the years ended 2002, 2001, and 2000 were $13,601, $12,702 and
$11,851, respectively. Incentive advisory fees are paid in restricted common
shares based on a formula. The Company accrued $938, $619 and $762 in incentive
fees during 2002, 2001 and 2000, respectively. The Company issued 21,658 and
33,828 restricted common shares in satisfaction of the 2001 and 2000 incentive
fees, respectively. As of December 31, 2002, RMR and its affiliates owned
445,865 common shares of the Company. In March 2003, the Company will issue
27,577 restricted common shares in satisfaction of the 2002 incentive fee. RMR
is owned by Gerard M. Martin and Barry M. Portnoy, who also serve as managing
trustees of the Company.

8. CONCENTRATION

At December 31, 2002, the Company's 251 hotels contained 34,284 rooms and were
located in 37 states in the United States, with between 5% and 13% of its
hotels, by investment, in each of California, Texas, Virginia, Georgia, Florida,
and Arizona.

All of the Company's third party tenants or operators are subsidiaries of other
companies The percentage of the Company's minimum rent and return payments shown
in Note 4 is approximately equal to the Company's percentage investment in each
pool of hotels shown below as of December 31, 2002.

<Table>
<Caption>
                                                           December 31,
               Lessee / Operator is a        Number of        2002            % of
               Subsidiary of:               Properties      Investment       Total
               --------------------------------------------------------------------
               <S>                             <C>         <C>               <C>
               Host (lease no. 1)               53         $   514,803        19%
               Host (lease no. 2)               18             179,386         7%
               Marriott                         35             453,955        17%
               Barcelo Crestline                19             274,222        10%
               Wyndham (lease no. 1)            12             182,570         7%
               Wyndham (lease no. 2)            15             240,000         9%
               Homestead                        18             145,000         6%
               Candlewood                       57             434,750        16%
               Prime                            24             243,350         9%
                                               ---         -----------       ---
               Total                           251         $ 2,668,036       100%
                                               ===         ===========       ===
</Table>

A number of the Company's leases and operating agreements are supported by
guarantees. The guarantee provided to the Company from Marriott is limited,
in the case of 35 hotels, to $48,300. The guarantee provided to the Company
from Marriott and Barcelo Crestline is limited, in the case of 19 hotels, to
$31,100. These guarantees expire in 2005, or earlier if and when the related
hotels reach negotiated financial results. The guarantee provided to the
Company in the case of the Prime lease is limited to $16,500 and expires if
and when the leased hotels reach negotiated financial results. Guarantees
provided to the Company from Homestead and Candlewood are unlimited as to
amounts, and do not expire with the passage of time. The guarantees of the
Homestead and Candlewood leases are also subject to release if and when the
related hotels reach negotiated financial results, except that if the 18
Homestead hotels reach their negotiated financial results for three years,
the guarantee from Homestead may be released only if

                                      F-11
<Page>

                          HOSPITALITY PROPERTIES TRUST

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    (dollars in thousands, except share data)

additional cash or a letter of credit is posted with the Company.

Each of the Company's hotels is combined with other hotels as a part of a single
lease or operating agreement, as outlined in the above table. As described in
Note 4, the 35 hotel combination with Marriott includes 18 hotels leased to the
Company's taxable REIT subsidiary and managed by Marriott and 17 hotels leased
and operated by Marriott. The agreement with Marriott provides the Company with
aggregate minimum rents and returns for all 35 hotels of $48,300 per annum. The
aggregate net operating results of all 35 hotels were less than aggregate
minimum return to the Company during 2002 and payments under the guarantee were
due and paid by Marriott. The hotels leased to the Company's taxable REIT
subsidiary generated net operating results that were $5,822 in 2002 and $1,957
in 2001 less than the minimum returns due to the Company. These amounts have
been reflected in the accompanying statements of income as a net reduction to
hotel operating expenses in each year because they were funded by Marriott.

9. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

<Table>
<Caption>
                                                                                          2002
                                                             -----------------------------------------------------------
                                                               First           Second           Third           Fourth
                                                              Quarter          Quarter         Quarter          Quarter
                                                             -----------------------------------------------------------
   <S>                                                        <C>             <C>              <C>            <C>
   Revenues................................................   $ 81,934        $ 88,115         $ 89,821       $ 88,836
   Net income available for common shareholders
      before extraordinary income..........................     31,550          33,709           34,464         36,507
   Net income available for common shareholders............     31,550          33,709           32,864         36,507
   Net income available for common shareholders
      before extraordinary income per share (1)............        .50             .54              .55            .58
   Net income available for common shareholders per share..        .50             .54              .53            .58
   Distributions per common share (2)......................        .71             .72              .72            .72
</Table>

<Table>
<Caption>
                                                                                          2001
                                                             ----------------------------------------------------------
                                                               First           Second           Third          Fourth
                                                              Quarter          Quarter         Quarter         Quarter
                                                             ----------------------------------------------------------
   <S>                                                        <C>             <C>              <C>            <C>
   Revenues................................................   $ 66,173        $ 70,139         $ 83,188       $ 84,377
   Net income available for common shareholders............     28,307          29,647           31,493         35,385
   Net income available for common shareholders per share (1)      .50             .52              .52            .57
   Distributions per common share (2)......................        .70             .71              .71            .71
</Table>

(1)  The sum of per common share amounts for the four quarters differs from
     annual per share amounts due to the required method of computing weighted
     average number of shares in interim periods and rounding.

(2)  Amounts represent distributions declared with respect to the periods shown.

                                      F-12
<Page>

                         REPORT OF INDEPENDENT AUDITORS

To the Trustees and Shareholders of Hospitality Properties Trust:

         We have audited the consolidated financial statements of Hospitality
Properties Trust and subsidiaries as of December 31, 2002 and for the year
then ended, and have issued our report thereon dated February 18, 2003
(included elsewhere in this Annual Report on Form 10-K). Our audit also
included the financial statement schedule as of December 31, 2002 and for the
year then ended listed in Item 15(a) of this Annual Report on Form 10-K. This
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audit. The financial
statement schedule of Hospitality Properties Trust and subsidiaries as of
December 31, 2001 and for the two years then ended was audited by other
auditors who have ceased operations and whose report dated January 15, 2002,
expressed an unqualified opinion on that schedule.

         In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.


                                                         /s/ Ernst & Young LLP


Boston, Massachusetts
February 18, 2003

                                      F-13
<Page>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Trustees and Shareholders of Hospitality Properties Trust:

         We have audited in accordance with auditing standards generally
accepted in the United States, the consolidated financial statements of
Hospitality Properties Trust included in this Form 10-K, and have issued our
report thereon dated January 15, 2002. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule and
related notes on pages F-13 and F-14 are the responsibility of Hospitality
Properties Trust's management and are presented for the purpose of complying
with the Securities and Exchange Commission's rules and are not part of the
basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.


                                                         /s/ Arthur Andersen LLP


Vienna, Virginia
January 15, 2002

NOTE:

This is a copy of the audit report previously issued by Arthur Andersen LLP in
connection with Hospitality Properties Trust and subsidiaries on Form 10-K for
the year ended December 31, 2001. The audit report has not been reissued by
Arthur Andersen LLP in connection with this filing on Form 10-K.

                                      F-14
<Page>

                          HOSPITALITY PROPERTIES TRUST

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                DECEMBER 31, 2002
                              (dollars in millions)

<Table>
<Caption>
                                                                     Costs
                                                                  Capitalized
                                               Initial            Subsequent to          Gross Amount at which
                                           Cost to Company        Acquisition         Carried at Close of Period
                                         ---------------------    -------------      ----------------------------
                                                  Buildings &                                Buildings &
                            Encumbrances  Land    Improvements     Improvements      Land    Improvements     Total
<S>                            <C>        <C>       <C>                <C>           <C>       <C>          <C>
71 Courtyards                  $ --       $ 120     $   589            $ 10          $ 120     $   599      $   719

57 Candlewood Hotels             --          61         336                             61         336          397

37 Residence Inns                --          69         322               4             69         326          395

24 AmeriSuites                   --          25         194              --             25         194          219

18 Homestead Village             --          28         106              --             28         106          134

15 Summerfield Suites            --          23         196              --             23         196          219

12 Wyndham Hotels                --          16         154               1             16         155          171

3 Marriott Full Service          --          14          82                             14          82           96

12 TownePlace Suites             --          17          78              --             17          78
                                                                                                                 95

2 SpringHill Suites              --           3          15              --              3          15           18
                               ----       -----     -------            ----          -----     -------      -------

Total (251 hotels)             $ --       $ 376     $ 2,072            $ 15          $ 376     $ 2,087      $ 2,463
                               ====       =====     =======            ====          =====     =======      =======
</Table>

<Table>
<Caption>
                                                                                                 Life on which
                                                                                                Depreciation in
                                                                                                 Latest Income
                            Accumulated            Date of                   Date                Statement is
                            Depreciation         Construction              Acquired                Computed
                            -------------     -------------------     --------------------    --------------------
<S>                            <C>            <C>                      <C>                       <C>
71 Courtyards                  $ (91)         1987 through 2000        1995 through 2001         15 - 40 Years

57 Candlewood Hotels             (29)         1996 through 2000        1997 through 2002         15 - 40 Years

37 Residence Inns                (45)         1989 through 2001        1996 through 2001         15 - 40 Years

24 AmeriSuites                   (20)         1992 through 2000        1997 through 2002         15 - 40 Years

18 Homestead Village             (12)         1996 through 1998              1999                15 - 40 Years

15 Summerfield Suites            (25)         1989 through 1993              1998                15 - 40 Years

12 Wyndham Hotels                (25)         1987 through 1990        1996 through 1997         15 - 40 Years

3 Marriott Full Service           (8)         1972 through 1995        1998 through 2001         15 - 40 Years

12 TownePlace Suites              (6)         1997 through 2000        1998 through 2001         15 - 40 Years

2 SpringHill Suites               (1)         1997 through 2000        2000 through 2001         15 - 40 Years
                              ------

Total (251 hotels)            $ (262)
                              ======
</Table>

                                      F-15
<Page>

                          HOSPITALITY PROPERTIES TRUST

                              NOTES TO SCHEDULE III
                                DECEMBER 31, 2002
                             (dollars in thousands)

(A) The change in accumulated depreciation for the period from January 1, 2000,
to December 31, 2002, is as follows:

<Table>
<Caption>
                                             2002           2001           2000
                                         ------------   ------------   ------------
<S>                                      <C>            <C>            <C>
Balance at beginning of period           $    210,439   $    159,867   $    112,321

Additions: depreciation expense                51,792         50,572         47,546
                                         ------------   ------------   ------------

Balance at close of period               $    262,231   $    210,439   $    159,867
                                         ============   ============   ============
</Table>

(B) The change in total cost of properties for the period from January 1, 2000,
to December 31, 2002, is as follows:

<Table>
<Caption>
                                             2002           2001           2000
                                         ------------   ------------   ------------
<S>                                      <C>            <C>            <C>
Balance at beginning of period           $  2,331,296   $  2,157,107   $  2,035,934

Additions: hotel acquisitions and
           capital expenditures               131,580        174,189        121,173
                                         ------------   ------------   ------------

Balance at close of period               $  2,462,876   $  2,331,296   $  2,157,107
                                         ============   ============   ============
</Table>

(C) The net tax basis for federal income tax purposes of the Company's real
estate properties was $2,199,301 on December 31, 2002.

                                      F-16
<Page>

INTRODUCTION TO SUPPLEMENTARY FINANCIAL STATEMENTS OF HMH HPT CBM LLC

         HMH HPT CBM LLC is the lessee of 20% of Hospitality Properties
Trust's investments, at cost. HMH HPT CBM LLC is a subsidiary of Host Marriott
Corporation and is not owned by Hospitality Properties Trust. The following
financial statements of HMH HPT CBM LLC are presented to comply with applicable
accounting regulations of the Securities and Exchange Commission and were
prepared by HMH HPT CBM LLC's management.

                                      F-17
<Page>

                          INDEPENDENT AUDITORS' REPORT

To the Member
HMH HPT CBM LLC:

         We have audited the accompanying balance sheet of HMH HPT CBM LLC as of
December 31, 2002 and the related statement of operations, changes in member's
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit. The accompanying
financial statements of HMH HPT CBM LLC as of December 31, 2001 and 2000 were
audited by other auditors who have ceased operations. Those auditors expressed
an unqualified opinion on those statements in their report dated March 20, 2002.

      We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of HMH HPT CBM LLC as of
December 31, 2002, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.


                                                  /s/ KPMG LLP


McLean, Virginia
March 17, 2003

                                      F-18
<Page>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To HMH HPT Courtyard LLC:

      We have audited the accompanying balance sheets of HMH HPT Courtyard LLC
as of December 31, 2001 and 2000, and the related statements of operations,
changes in member's equity and cash flows for the years ended December 31, 2001,
2000 and 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of HMH HPT Courtyard LLC as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for the years ended December 31, 2001, 2000 and 1999 in conformity with
accounting principles generally accepted in the United States.


                                                         /s/ Arthur Andersen LLP


Vienna, Virginia
March 20, 2002

NOTE:

This is a copy of the audit report previously issued by Arthur Andersen LLP in
connection with Hospitality Properties Trust and subsidiaries filing on Form
10-K for the year ended December 31, 2001. The audit report has not been
reissued by Arthur Andersen LLP in connection with this filing on Form 10-K.
HMH HPT Courtyard LLC has been renamed HMH HPT CBM LLC.

                                      F-19
<Page>

                                 HMH HPT CBM LLC
                                 BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                   2002           2001
                                                               ------------   ------------
<S>                                                            <C>            <C>
                                       ASSETS

Rent receivable from CCMH Courtyard I LLC ..................   $      3,522   $      3,492
Prepaid rent ...............................................             --          3,947
Security deposit ...........................................         50,540         50,540
Note receivable from CCMH Courtyard I LLC ..................          5,100          5,100
Restricted cash ............................................          8,161          4,145
                                                               ------------   ------------
       Total assets ........................................   $     67,323   $     67,224
                                                               ============   ============

                          LIABILITIES AND MEMBER'S EQUITY

Due to Host Marriott, L.P. .................................   $      9,909   $      9,040
Rent payable to Hospitality Properties Trust ...............            310            369
Due to CCMH Courtyard I LLC ................................          1,972          1,967
Deferred gain ..............................................         22,285         25,162
                                                               ------------   ------------
       Total liabilities ...................................         34,476         36,538
                                                               ------------   ------------

Member's equity ............................................         32,847         30,686
                                                               ------------   ------------
       Total liabilities and member's equity ...............   $     67,323   $     67,224
                                                               ============   ============
</Table>

                       See Notes to Financial Statements.

                                      F-20
<Page>

                                 HMH HPT CBM LLC
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                   2002           2001           2000
                                                               ------------   ------------   ------------
<S>                                                            <C>            <C>            <C>
REVENUES
    Rental income from CCMH Courtyard I LLC ................   $     53,829   $     58,672   $     62,632
    Interest income ........................................            301            369            416
    Amortization of deferred gain ..........................          2,877          2,877          2,877
                                                               ------------   ------------   ------------
           Total revenues ..................................         57,007         61,918         65,925
                                                               ------------   ------------   ------------

EXPENSES
    Rent expense to Hospitality Properties Trust ...........         52,614         53,901         55,366
    Corporate expenses .....................................          2,070          2,006          2,203
    Other expenses .........................................            162            182            100
                                                               ------------   ------------   ------------
           Total expenses ..................................         54,846         56,089         57,669
                                                               ------------   ------------   ------------

NET INCOME .................................................   $      2,161   $      5,829   $      8,256
                                                               ============   ============   ============
</Table>

                       See Notes to Financial Statements.

                                      F-21
<Page>

                                 HMH HPT CBM LLC
                    STATEMENTS OF CHANGES IN MEMBER'S EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
                                 (IN THOUSANDS)

<Table>
<S>                                                                 <C>
Balance at December 31, 1999.....................................   $     24,149
Dividend to Host Marriott, L.P...................................         (4,425)
Net income.......................................................          8,256
                                                                    ------------

Balance at December 31, 2000.....................................         27,980
Dividend to Host Marriott, L.P...................................         (3,123)
Net income ......................................................          5,829
                                                                    ------------

Balance at December 31, 2001.....................................         30,686
Net income.......................................................          2,161
                                                                    ------------

Balance at December 31, 2002.....................................   $     32,847
                                                                    ============
</Table>

                       See Notes to Financial Statements.

                                      F-22
<Page>

                                 HMH HPT CBM LLC
                            STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                   2002           2001           2000
                                                               ------------   ------------   ------------
<S>                                                            <C>            <C>            <C>
OPERATING ACTIVITIES
  Net income ...............................................   $      2,161   $      5,829   $      8,256
  Adjustments to reconcile net income to cash provided by
    operating activities:
    Amortization of deferred gain ..........................         (2,877)        (2,877)        (2,877)
    Changes in operating accounts:
    Decrease (increase) in rent receivable from CCMH
      Courtyard I LLC ......................................            (30)           208            (42)
    Decrease (increase) in prepaid rent ....................          3,947         (3,947)            --
    Decrease in due to/from Hospitality Properties Trust ...            (59)          (494)         1,176
    Decrease (increase) in restricted cash .................         (4,016)         4,635         (1,449)
    Increase (decrease) in due to Host Marriott, L.P. ......            869           (192)          (686)
    Increase (decrease) in due to CCMH Courtyard I LLC .....              5            (39)            47
                                                               ------------   ------------   ------------

        Cash provided by operating activities ..............             --          3,123          4,425
                                                               ------------   ------------   ------------

FINANCING ACTIVITIES
  Dividend to Host Marriott, L.P. ..........................             --         (3,123)        (4,425)
                                                               ------------   ------------   ------------

        Cash used in financing activities ..................             --         (3,123)        (4,425)
                                                               ------------   ------------   ------------

NET CHANGE IN CASH AND CASH EQUIVALENTS ....................             --             --             --

CASH AND CASH EQUIVALENTS, beginning of year ...............             --             --             --
                                                               ------------   ------------   ------------

CASH AND CASH EQUIVALENTS, end of year .....................   $         --   $         --   $         --
                                                               ============   ============   ============
</Table>

                       See Notes to Financial Statements.

                                      F-23
<Page>

                                 HMH HPT CBM LLC
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.  THE COMPANY

      HMH HPT Courtyard, Inc. was incorporated in Delaware on February 7, 1995
as a wholly-owned indirect subsidiary of Host Marriott Corporation. HMH HPT
Courtyard, Inc. had no operations prior to March 24, 1995 (the "Commencement
Date"). HMH HPT Courtyard, Inc. was subsequently merged into HMH HPT Courtyard
LLC on December 23, 1998 and has been renamed HMH HPT CBM LLC (referred to as
"we" or the "company").

On the Commencement Date, affiliates of Host Marriott Corporation ("Host
Marriott") sold 21 Courtyard hotels to Hospitality Properties Trust ("HPT").
Subsequently, HPT purchased an additional 32 Courtyard hotels for a total of 53
Courtyard hotels. Host Marriott contributed the assets and liabilities related
to the operations of such hotels to the company, including working capital
advances to the manager, prepaid rent under leasing arrangements and rights to
other assets as described in Note 2. Such assets have been accounted for at
their historical cost.

On various dates in 1995 and 1996, we leased back the 53 Courtyard hotels from
HPT.

      We subleased the hotels and assigned our interest in the related hotel
management agreement to CCMH Courtyard I LLC ("CCMH Courtyard"), a subsidiary of
Crestline Capital Corporation, now Barcelo Crestline Corporation. See Notes 3
and 5.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

      Our records are maintained on the accrual basis of accounting on a
calendar year basis.

USE OF ESTIMATES

      The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

REVENUES

      Revenues primarily represent sublease rental income from CCMH Courtyard.
The rent due under the sublease is the greater of base rent or percentage rent,
as defined and determined on an annual basis. Sublease percentage rent
applicable to room, food and beverage and other types of hotel revenue varies by
sublease and is calculated by multiplying fixed percentages by the total amounts
of such revenues over specified threshold amounts. Both the sublease minimum
rent and the revenue thresholds used in computing sublease percentage rents are
subject to annual adjustments based on increases in the United States Consumer
Price Index and the Labor Index, as defined.

DUE TO HOST MARRIOTT, L.P.

      We operate as a unit of Host Marriott, L.P., or Host LP, utilizing Host
LP's employees, centralized system for cash management, insurance and
administrative services. We have no employees. All cash received by the company
is commingled with Host LP's general corporate funds. Operating expenses and
other cash requirements are paid by Host LP and charged directly or allocated to
us. Certain general and administrative costs of Host LP are allocated to us,
based on Host LP's specific identification of individual cost items when
appropriate and otherwise based upon estimated levels of effort devoted by its
general and administrative departments to individual entities. These expenses
are included in corporate expenses on the accompanying statements of operations.
In the opinion of management, the methods for allocating corporate, general and
administrative expenses and other direct costs are reasonable. Accordingly, we
have recorded a liability to Host LP of $9.9 million and $9.0 million at
December 31, 2002 and 2001, respectively. Amounts are not interest-bearing and
are due on demand.

CONCENTRATION OF CREDIT RISK

                                      F-24
<Page>

                                 HMH HPT CBM LLC
                          NOTES TO FINANCIAL STATEMENTS

      Our largest asset is the security deposit (see Note 4) which constitutes
75% of our total assets as of December 31, 2002. The security deposit is not
collateralized and is due from HPT at the termination of the leases, which are
described in Note 3.

      In addition, on January 1, 1999, CCMH Courtyard became the sublessees of
all of the hotels, and as such, their rent payments were the primary source of
our revenues for all periods presented. The rent payable under the subleases is
guaranteed by the sublessees up to a maximum amount of $20 million.

RESTRICTED CASH

      Restricted cash consists of cash and cash equivalents held in an
interest-bearing deposit account pursuant to the Cash Management and Security
Agreement between HPT, CCMH Courtyard, and Host LP. Base and percentage rents
under our leases are collected and disbursed through the account, which is owned
by us but controlled by HPT.

      CCMH Courtyard provided a portion of the initial funding required to
establish the restricted cash account and is entitled to half of the interest
earned on the account. This initial funding, as well as a portion of the
interest earned on this account, is reflected as Due to CCMH Courtyard on the
accompanying balance sheets.

DEFERRED GAIN

      Deferred gains resulted from the sale-leaseback transactions of the
Courtyard hotels with HPT. We are amortizing the deferred gain over the initial
term of the Lease, as defined below. Accumulated amortization was $17.3 million
and $14.4 million at December 31, 2002 and 2001, respectively.

INCOME TAXES

      Provision for Federal and state income taxes has not been made in the
accompanying financial statements since we do not pay income taxes but rather
allocate profits and losses to Host LP. Significant differences exist between
the net income for financial reporting purposes and the net income (loss) as
reported in our tax return due to the timing of the recognition of the deferred
gain for income tax purposes.

NOTE 3.  LEASE COMMITMENTS

LEASES WITH HPT

      On various dates in 1995 and 1996, we entered into lease agreements for 53
Courtyard hotels with HPT (the "leases"). The initial term of the leases expire
in 2012. Thereafter, the leases may be renewed for three consecutive twelve-year
terms at our option.

      We are required to pay rents equal to aggregate minimum annual rent of
$51,480,000 ("Base Rent") and percentage rent equal to 5% of the excess of total
hotel sales over base year total hotel sales ("Percentage Rent"). A pro rata
portion of Base Rent is due and payable in advance on the first day of thirteen
predetermined accounting periods. Percentage Rent is due and payable quarterly
in arrears. We are also required to provide Marriott International, Inc. (the
"Manager") with working capital to meet the operating needs of the hotels.

      Under the sublease agreements discussed below, CCMH Courtyard is
responsible for making the payments required under the leases when due on behalf
of HPT for real estate taxes and other taxes, assessments and similar charges
arising from or related to the hotels and their operation, utilities, premiums
on required insurance coverage, rents due under ground and equipment leases and
all amounts due under the terms of the management agreement. The ground leases
relating to eight of the hotels are leased from third parties and have remaining
terms (including all renewal options) expiring between 2039 and 2067.

      The leases also require us to escrow, or cause the Manager to escrow, an
amount equal to 5% of the annual total hotel sales into an HPT-owned furniture,
fixture and equipment reserve (the "FF&E Reserve"), which is available for the
cost of required replacements and renovations. Any requirements for funds in
excess of amounts in the FF&E Reserve shall be provided by HPT at our request.
In the event we request such funds, Base Rent shall be adjusted upward by an
amount equal to 10% of the amount provided.

      We are required to maintain a minimum net worth equal to one year's base
rent. For purposes of this covenant, net worth is defined as member's equity
plus the deferred gain. Net worth, as defined, was $55,132,000 and

                                      F-25
<Page>

                                 HMH HPT CBM LLC
                          NOTES TO FINANCIAL STATEMENTS

$55,848,000, respectively, at December 31, 2002 and 2001.

      As of December 31, 2002, future minimum annual rental commitments for the
leases on the hotels are as follows (in thousands):

<Table>
<Caption>
                                                                              LEASE
                          <S>                                              <C>
                          2003..........................................   $   51,480
                          2004..........................................       51,480
                          2005..........................................       51,480
                          2006..........................................       51,480
                          2007..........................................       51,480
                          Thereafter....................................      257,402
                                                                           ----------
                                 Total minimum lease payments...........   $  514,802
                                                                           ==========
</Table>

      Total minimum lease payments exclude percentage rent which was
approximately $1,235,000, $2,582,000 and $4,129,000 for 2002, 2001 and 2000,
respectively.

SUBLEASES WITH CCMH COURTYARD

      We agreed to sublease the hotels to CCMH Courtyard, subject to the terms
of the original leases with HPT. Under the subleases, we will receive aggregate
minimum subrental income of $515 million, which is equal to the Company's
minimum lease payment obligation described above.

      The terms of each sublease expire simultaneously with the expiration of
the initial term of the leases to which it relates and automatically renews for
the corresponding renewal term under the leases, unless either we elect not to
renew the leases, or CCMH Courtyard elects not to renew the sublease at the
expiration of the initial term provided, however, that neither party can elect
to terminate fewer than all of the subleases. Rent under the subleases consisted
of minimum rent of $51.4 million, $51.3 million and $51.2 million and additional
percentage rent of $2.4 million, $7.4 million and $11.4 million in 2002, 2001
and 2000, respectively. The percentage rent from CCMH Courtyard is sufficient to
cover the Percentage Rent due under the leases with HPT, with any excess being
retained by us. The rent payable under the subleases are guaranteed by CCMH
Courtyard up to a maximum amount of $20 million.

      CCMH Courtyard is responsible for paying all of the expenses of operating
the applicable hotels, including all personnel costs, utility costs and general
repair and maintenance of the hotels. CCMH Courtyard is also responsible for
paying real estate taxes, personal property taxes (to the extent we own the
personal property), casualty insurance on the structures, ground lease rent
payments, required expenditures for furniture, fixtures and equipment (including
maintaining the FF&E Reserve, to the extent such is required by the applicable
management agreement) and other capital expenditures. CCMH Courtyard also is
responsible for all fees payable to the Manager, including base and incentive
management fees, chain services payments, and franchise or system fees, with
respect to periods covered by the term of the subleases. We remain liable for
any non-performance by CCMH Courtyard under each sublease and management
agreement.

NOTE 4.  SECURITY DEPOSIT

      HPT holds $50,540,000 as a security deposit for our obligations under the
leases. The security deposit is due upon termination of the leases.

NOTE 5.  MANAGEMENT AGREEMENT

      The rights and obligations under the management agreement for the hotels
were transferred to HPT and then to us through the leases. Host Marriott
subsequently assigned its rights and obligations under the agreement to CCMH
Courtyard. The agreement has an initial term expiring in 2012 with options to
extend the agreement on all of the hotels for up to 36 years. The agreement
provides that the Manager be paid a system fee equal to 3% of hotel sales, a
base management fee of 2% of hotel sales ("Base Management Fee") and an
incentive management fee equal to 50%

                                      F-26
<Page>

                                 HMH HPT CBM LLC
                          NOTES TO FINANCIAL STATEMENTS

of available cash flow, not to exceed 20% of operating profit, as defined
("Incentive Management Fee"). In addition, the Manager is reimbursed for each
hotel's pro rata share of the actual costs and expenses incurred in providing
certain services on a central or regional basis to all Courtyard by Marriott
hotels operated by the Manager. Base Rent is to be paid prior to payment of Base
Management Fees and Incentive Management Fees. To the extent Base Management
Fees are deferred, they must be paid in future periods. If available cash flow
is insufficient to pay Incentive Management Fees, no Incentive Management Fees
are earned by the Manager. Beginning in 1999, all fees payable under the
agreement are the obligation of CCMH Courtyard. Our obligations under the leases
are guaranteed to a limited extent by CCMH Courtyard. We remain obligated to the
Manager if CCMH Courtyard fails to pay these fees (but would be entitled to
reimbursement from CCMH Courtyard under the terms of the subleases).

      Pursuant to the terms of the management agreement, the Manager is required
to furnish the hotels with certain services ("Chain Services") which are
generally provided on a central or regional basis to all hotels in the Marriott
International hotel system. Chain Services include central training, advertising
and promotion, a national reservation system, computerized payroll and
accounting services, and such additional services as needed which may be more
efficiently performed on a centralized basis. Costs and expenses incurred in
providing such services are allocated among all domestic hotels managed, owned
or leased by Marriott International or its subsidiaries. In addition, the hotels
participate in Marriott Rewards and Marriott's Courtyard Club programs. The
costs of these programs are charged to all hotels in the system.

      CCMH Courtyard, as our sublessee, is obligated to provide the Manager with
sufficient funds to cover the cost of certain non-routine repairs and
maintenance to the hotels which are normally capitalized; and replacements and
renewals to the hotel and improvements. Under certain circumstances, we will be
required to establish escrow accounts for such purposes under terms outlined in
the agreement.

      Pursuant to the terms of the management agreement, we are required to
provide the Manager with funding for working capital to meet the operating needs
of the hotels. The Manager converts cash advanced by us into other forms of
working capital consisting primarily of operating cash, inventories and trade
receivables. Under the terms of the management agreement, the Manager maintains
possession of and sole control over the components of working capital. Upon
termination of the agreement, the working capital will be returned to us. We
sold the existing working capital to CCMH Courtyard in return for a note
receivable that bears interest at a rate of 5.12%. Interest accrued on the note
is due simultaneously with each periodic rent payment. The principal amount of
the note is payable upon termination of the subleases. CCMH Courtyard can return
the working capital in satisfaction of the note. As of December 31, 2002 and
2001, the note receivable from CCMH Courtyard for working capital was $5.1
million.

                                      F-27
<Page>

INTRODUCTION TO SUPPLEMENTARY FINANCIAL STATEMENTS OF CCMH COURTYARD I LLC

         CCMH Courtyard I LLC is the sublessee of the 20% of Hospitality
Properties Trust's investments, at cost, which are leased to HMH HPT Courtyard
LLC. The financial statements of HMH HPT Courtyard LLC are presented on the
pages F-29 to F-39. CCMH Courtyard I LLC is a subsidiary of Crestline Capital
Corporation and is not owned by Hospitality Properties Trust. The following
financial statements of CCMH Courtyard I LLC are presented to comply with
applicable accounting regulations of the Securities and Exchange Commission and
were prepared by CCMH Courtyard I LLC's management.

                                      F-28

<Page>

                         REPORT OF INDEPENDENT AUDITORS'

To CCMH Courtyard I LLC:

         We have audited the accompanying balance sheet of CCMH Courtyard I
LLC (a Delaware limited liability company) as of January 3, 2003 and the
related statements of operations, member's equity and cash flows for the
fiscal year ended January 3, 2003. These financial statements are the
responsibility of CCMH Courtyard I LLC's management. Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statements of CCMH Courtyard I LLC as of December 28, 2001 and for
each of the years in the two-year period then ended were audited by other
auditors who have ceased operations. Those auditors expressed an unqualified
opinion on those financial statements, before the restatements described in
Note 6 to the financial statements, in their reports dated February 25, 2002.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

         In our opinion, the 2002 financial statements referred to above
present fairly, in all material respects, the financial position of CCMH
Courtyard I LLC as of January 3, 2003 and the results of its operations and
its cash flows for the fiscal year ended January 3, 2003 in conformity with
accounting principles generally accepted in the United States of America.

         As discussed above, the financial statements of CCMH Courtyard I LLC as
of December 28, 2001 and for each of the years in the two-year period then ended
were audited by other auditors who have ceased operations. As described in Note
6, those financial statements have been restated. We audited the adjustments
described in Note 6 that were applied to restate the 2001 and 2000 financial
statements. In our opinion, such adjustments are appropriate and have been
properly applied. However, we were not engaged to audit, review, or apply any
procedures to the 2001 and 2000 financial statements of the CCMH Courtyard I LLC
other than with respect to such adjustments and, accordingly, we do not express
an opinion or any other form of assurance on the 2001 and 2000 financial
statements taken as a whole.


                                             /s/ KPMG LLP


McLean, Virginia
February 24, 2003 (except with respect to note 6, which is as of March 26, 2003)

                                      F-29

<Page>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To CCMH Courtyard I LLC:

         We have audited the accompanying balance sheets of CCMH Courtyard I LLC
(a Delaware limited liability company) as of December 28, 2001 and December 29,
2000, and the related statements of operations, member's equity and cash flows
for the fiscal years ended December 28, 2001, December 29, 2000 and December 31,
1999. These financial statements are the responsibility of CCMH Courtyard I
LLC's management. Our responsibility is to express an opinion on these financial
statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of CCMH Courtyard I LLC
as of December 28, 2001 and December 29, 2000 and the results of its operations
and its cash flows for the fiscal years ended December 28, 2001, December 29,
2000 and December 31, 1999 in conformity with accounting principles generally
accepted in the United States.

                                                         /s/ ARTHUR ANDERSEN LLP


Vienna, Virginia
March 26, 2002

NOTE:

This is a copy of the audit report previously issued by Arthur Andersen LLP in
connection with Hospitality Properties Trust and subsidiaries filing on Form
10-K for the year ended December 31, 2001. The audit report has not been
reissued by Arthur Andersen LLP in connection with this filing on Form 10-K.
As described in Note 6 to the CCHM Courtyard I LLC financial statements,
these financial statements have been restated.


                                      F-30

<Page>

                              CCMH COURTYARD I LLC
                                 BALANCE SHEETS
                      JANUARY 3, 2003 AND DECEMBER 28, 2001
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                   2002           2001
                                                               ------------   ------------
                                                                               (RESTATED)
<S>                                                            <C>            <C>
                                      ASSETS

Current assets
    Cash and cash equivalents ..............................   $      1,277   $      3,824
    Due from Marriott International ........................          3,685          3,793
    Other current assets ...................................              -              5
                                                               ------------   ------------
    Total current assets ...................................          4,962          7,622
Hotel working capital ......................................          5,100          5,100
Sublease deposit ...........................................          1,948          1,948
                                                               ------------   ------------
    Total assets ...........................................   $     12,010   $     14,670
                                                               ============   ============

                          LIABILITIES AND MEMBER'S EQUITY

Current liabilities
    Lease payable to Host Marriott .........................   $      3,689   $      3,463
Hotel working capital notes payable to Host Marriott .......          5,100          5,100
                                                               ------------   ------------
    Total liabilities ......................................          8,789          8,563
                                                               ------------   ------------

Member's equity
    Member's accounts ......................................         23,221         26,107
    Note receivable from Barcelo Crestline Corporation .....        (20,000)       (20,000)
                                                               ------------   ------------
    Total member's equity ..................................          3,221          6,107
                                                               ------------   ------------

    Total liabilities and member's equity ..................   $     12,010   $     14,670
                                                               ============   ============
</Table>

                 See Accompanying Notes to Financial Statements.

                                      F-31

<Page>

                              CCMH COURTYARD I LLC
                            STATEMENTS OF OPERATIONS
   FISCAL YEARS ENDED JANUARY 3, 2003, DECEMBER 28, 2001 AND DECEMBER 29, 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                   2002           2001           2000
                                                               ------------   ------------   ------------
<S>                                                            <C>            <C>            <C>
REVENUES
   Rooms ...................................................   $    189,979   $    207,037   $    221,571
   Food and beverage .......................................         12,579         13,799         15,198
   Other ...................................................          4,403          6,313          7,955
                                                               ------------   ------------   ------------
       Total revenues ......................................        206,961        227,149        244,724
                                                               ------------   ------------   ------------

OPERATING COSTS AND EXPENSES
Property-level operating costs and expenses
   Rooms ...................................................         41,884         44,834         48,603
   Food and beverage .......................................         10,345         11,990         13,652
   Other ...................................................         74,011         81,575         85,200
Other operating costs and expenses
   Lease expense paid to Host Marriott .....................         54,199         58,603         62,332
   Management fees paid to Marriott International ..........         19,833         22,152         26,827
                                                               ------------   ------------   ------------
       Total operating costs and expenses ..................        200,272        219,154        236,614
                                                               ------------   ------------   ------------

OPERATING PROFIT BEFORE CORPORATE EXPENSES
   AND INTEREST ............................................          6,689          7,995          8,110
Corporate expenses allocated ...............................           (338)          (282)          (311)
Interest expense on hotel working capital loan .............           (261)          (261)          (261)
Interest income ............................................             62            235            142
                                                               ------------   ------------   ------------
INCOME BEFORE INCOME TAXES .................................          6,152          7,687          7,680
Provision for income taxes .................................         (2,461)        (3,075)        (3,160)
                                                               ------------   ------------   ------------
NET INCOME .................................................   $      3,691   $      4,612   $      4,520
                                                               ============   ============   ============
</Table>

                 See Accompanying Notes to Financial Statements.

                                      F-32

<Page>

                              CCMH COURTYARD I LLC
                          STATEMENTS OF MEMBER'S EQUITY
   FISCAL YEARS ENDED JANUARY 3, 2003, DECEMBER 28, 2001 AND DECEMBER 29, 2000
                                 (IN THOUSANDS)

<Table>
<S>                                                                 <C>
Balance, December 31, 1999, as restated .........................   $      1,396
  Dividend to Barcelo Crestline Corporation .....................         (3,728)
  Net income ....................................................          4,520
                                                                    ------------
Balance, December 29, 2000, as restated .........................          2,188
  Dividend to Barcelo Crestline Corporation .....................           (693)
  Net income ....................................................          4,612
                                                                    ------------
Balance, December 28, 2001, as restated .........................          6,107
  Dividend to Barcelo Crestline Corporation .....................         (7,537)
  Interest income related to note receivable from Barcelo
    Crestline Corporation, net ..................................            960
  Net income ....................................................          3,691
                                                                    ------------
Balance, January 3, 2003 ........................................   $      3,221
                                                                    ============
</Table>

                 See Accompanying Notes to Financial Statements.

                                      F-33

<Page>

                              CCMH COURTYARD I LLC
                            STATEMENTS OF CASH FLOWS
   FISCAL YEARS ENDED JANUARY 3, 2003, DECEMBER 28, 2001 AND DECEMBER 29, 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                   2002           2001           2000
                                                               ------------   ------------   ------------
<S>                                                            <C>            <C>            <C>
OPERATING ACTIVITIES
Net income .................................................   $      3,691   $      4,612   $      4,520
Change in amounts due from Marriott International ..........            108           (185)          (599)
Change in lease payable to Host Marriott ...................            226           (406)           211
Change in other current assets and liabilities .............              5           (139)           131
                                                               ------------   ------------   ------------
     Cash provided by operating activities .................          4,030          3,882          4,263
                                                               ------------   ------------   ------------

FINANCING ACTIVITIES
Dividend to Barcelo Crestline Corporation ..................         (7,537)          (693)        (3,728)
Interest income related to note receivable from Barcelo
  Crestline Corporation, net ...............................            960              -              -
                                                               ------------   ------------   ------------
     Cash used in financing activities .....................         (6,577)          (693)        (3,728)
                                                               ------------   ------------   ------------

Increase in cash and cash equivalents ......................         (2,547)         3,189            535
Cash and cash equivalents, beginning of year ...............          3,824            635            100
                                                               ------------   ------------   ------------
Cash and cash equivalents, end of year .....................   $      1,277   $      3,824   $        635
                                                               ============   ============   ============
</Table>

                 See Accompanying Notes to Financial Statements.

                                      F-34

<Page>

                              CCMH COURTYARD I LLC
                         NOTES TO FINANCIAL STATEMENTS


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION

         CCMH Courtyard I LLC (the "Company") was organized in the state of
Delaware on December 28, 1998 as a wholly owned subsidiary of Crestline Capital
Corporation ("Crestline"). On December 29, 1998, Crestline became a publicly
traded company when Host Marriott Corporation ("Host Marriott") completed its
plan of reorganizing its business operations by spinning-off Crestline to the
shareholders of Host Marriott as part of a series of transactions pursuant to
which Host Marriott converted into a real estate investment trust (the
"Distribution"). On June 7, 2002 Barcelo Corporacion Empresarial, S.A. acquired
all of the outstanding shares of Crestline and Crestline was renamed Barcelo
Crestline Corporation ("Barcelo Crestline").

         On December 31, 1998, the Company entered into sublease agreements with
HMH HPT Courtyard LLC ("HMH"), a wholly owned subsidiary of Host Marriott, to
sublease 53 of HMH's limited-service hotels with the existing management
agreements of the subleased hotels assigned to the Company. As of January 3,
2003, the Company subleased 53 limited-service Courtyard hotels from HMH.

         The Company operates as a unit of Barcelo Crestline, utilizing Barcelo
Crestline's employees, insurance and administrative services since the Company
does not have any employees. Certain direct expenses are paid by Barcelo
Crestline and charged directly or allocated to the Company. Certain general and
administrative costs of Barcelo Crestline are allocated to the Company, using a
variety of methods, principally Barcelo Crestline's specific identification of
individual costs and otherwise through allocations based upon estimated levels
of effort devoted by general and administrative departments to the Company or
relative measures of the size of the Company based on revenues. In the opinion
of management, the methods for allocating general and administrative expenses
and other direct costs are reasonable.

         FISCAL YEAR

         The Company's fiscal year ends on the Friday nearest December 31.

         CASH AND CASH EQUIVALENTS

         The Company considers all highly liquid investments with a maturity of
three months or less at date of purchase as cash equivalents.

         REVENUES

         The Company records the gross property-level revenues generated by the
hotels as revenues. The Company recognizes revenue when it is earned.

         USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

                                      F-35

<Page>


                              CCMH COURTYARD I LLC
                         NOTES TO FINANCIAL STATEMENTS


NOTE 2.  SUBLEASES

         HMH leases 53 limited-service hotels under the Courtyard by Marriott
brand (the "HPT Leases") from Hospitality Properties Trust, Inc. ("HPT"). The
HPT Leases have initial terms expiring through 2012 and are renewable at the
option of HMH. In connection with the Distribution, the Company entered into
sublease agreements with HMH for these limited-service hotels (the "Subleases").
The terms of the Subleases will expire simultaneously with the expiration of the
initial term of the HPT Leases. If HMH elects to renew the HPT Leases, the
Company can elect to also renew the Subleases for the corresponding renewal
term.

                                      F-36

<Page>


                              CCMH COURTYARD I LLC
                         NOTES TO FINANCIAL STATEMENTS


         Each Sublease provides that generally all of the terms in the HPT
Leases will apply to the Subleases. The HPT Leases require the lessee to pay
rent equal to (i) a fixed minimum rent of $51,480,000 plus (ii) an additional
rent equal to 5% of the excess of hotel revenues over a base year total of hotel
revenues. The minimum rent is increased by 10% of payments by the owner for
certain capital expenditures. In addition, the HPT Leases require the lessee to
pay all repair and maintenance costs, impositions, utility charges, insurance
premiums and all fees payable under the hotel management agreements. Pursuant to
the Subleases, the Company is required to pay rent to HMH equal to the minimum
rent due under the HPT Leases and an additional rent based on a percentage of
revenues.

         Pursuant to the Subleases, the Company is required to maintain a
minimum net worth of $20 million (see Note 6). The Company is also not permitted
under its Subleases to pay dividends or advance funds to Barcelo Crestline or
its affiliates in excess of its cumulative net income. The Subleases also
required the Company to provide a security deposit to HMH for $1,948,000, which
shall be returned to the Company upon the termination of the Subleases.

         On December 17, 1999, the Work Incentives Improvement Act was passed
which contained certain tax provisions related to REITs, commonly known as the
REIT Modernization Act ("RMA"). Under the RMA, beginning on January 1, 2001,
REITs could lease hotels to a "taxable subsidiary" if the hotel is operated and
managed on behalf of such subsidiary by an independent third party. This law
enabled Host Marriott, beginning in 2001, to lease its hotels to a taxable REIT
subsidiary. Host Marriott may, at its discretion, elect to terminate all of
Barcelo Crestline's subleases beginning in 2001, upon payment of a termination
fee equal to the fair market value of the Company's leasehold interests in the
remaining term of the Subleases using a discount rate of five percent. If Host
Marriott elects to terminate the Subleases, it would have to terminate all of
Barcelo Crestline's subleases.

         Future minimum annual rental commitments for all non-cancelable leases
as of January 3, 2003 are as follows (in thousands):

<Table>
         <S>                                                        <C>
         2003....................................................   $     51,480
         2004....................................................         51,480
         2005....................................................         51,480
         2006....................................................         51,480
         2007....................................................         51,480
         Thereafter..............................................        257,403
                                                                    ------------
         Total minimum lease payments............................   $    514,803
                                                                    ============
</Table>

         Rent expense for the fiscal years 2002, 2001 and 2000 consisted of the
following (in thousands):

<Table>
<Caption>
                                                                            2002           2001           2000
                                                                        ------------   ------------   ------------
         <S>                                                            <C>            <C>            <C>
         Sublease base rent .........................................   $     51,379   $     51,260   $     50,957
         Sublease percentage rent ...................................          2,820          7,343         11,375
                                                                        ------------   ------------   ------------
         Total rent to Host Marriott Corporation ....................         54,199         58,603         62,332
         Other base rent ............................................          2,630          2,821          2,944
                                                                        ------------   ------------   ------------
              Total rent ............................................   $     56,829   $     61,424   $     65,276
                                                                        ============   ============   ============
</Table>

NOTE 3.  WORKING CAPITAL NOTES

         Upon the commencement of the Subleases, the Company purchased the
working capital of the subleased hotels from HMH for $5,100,000 with the
purchase price evidenced by notes that bear interest at 5.12%. Interest on each
note is due simultaneously with the rent payment of each Sublease. The principal
amount of each note is due upon the termination of each Sublease. Upon
termination of the Subleases, the Company will sell HMH the existing working
capital at its current value. To the extent the working capital delivered to HMH
is less than the value of the note, the Company will pay HMH the difference in
cash. However, to the extent the working capital delivered to HMH exceeds the
value of the note, HMH will pay the Company the difference in cash. As of
January 3, 2003, the outstanding

                                      F-37

<Page>


                              CCMH COURTYARD I LLC
                         NOTES TO FINANCIAL STATEMENTS


balance of the working capital notes was $5,100,000, which mature in 2010.
Interest expense in 2002, 2001 and 2000 totaled $261,000, $261,000 and $261,000,
respectively.

NOTE 4.  MANAGEMENT AGREEMENTS

         The hotels are managed by Marriott International, Inc. ("Marriott
International") under long-term management agreements between HPT and Marriott
International (the "Agreements"). HPT's rights and obligations under the
Agreements were transferred to HMH through the HPT Leases. HMH's rights and
obligations under the Agreements with Marriott International were assigned to
the Company for the term of the Subleases. The Agreements have an initial term
expiring in 2012 with an option to extend the Agreements on all of the hotels
for up to 36 years. The Agreements provide that Marriott International be paid a
system fee equal to 3% of hotel revenues, a base management fee of 2% of hotel
revenues ("Base Management Fee") and an incentive management fee equal to 50% of
available cash flow, not to exceed 20% of operating profit, as defined
("Incentive Management Fee"). In addition, Marriott International is reimbursed
for each hotel's pro rata share of the actual costs and expenses incurred in
providing certain services on a central or regional basis to all Courtyard by
Marriott hotels operated by Marriott International. Base rent on the Subleases
are paid prior to payment of Base Management Fees and Incentive Management Fees.
To the extent Base Management Fees are so deferred, they must be paid in future
periods. If available cash flow is insufficient to pay Incentive Management
Fees, no Incentive Management Fees are earned by Marriott International.

         Pursuant to the terms of the Agreements, Marriott International is
required to furnish the hotels with certain services ("Chain Services"), which
are generally provided on a central or regional basis to all hotels in the
Marriott International hotel system. Chain Services include central training,
advertising and promotion, a national reservation system, computerized payroll
and accounting services, and such additional services as needed which may be
more efficiently performed on a centralized basis. Costs and expenses incurred
in providing such services are allocated among all domestic hotels managed,
owned or leased by Marriott International or its subsidiaries. In addition, the
hotels participate in Marriott Rewards and Marriott's Courtyard Club programs.
The cost of these programs are charged to all hotels in the system.

         The Company is obligated to provide Marriott International with
sufficient funds to cover the cost of repairs and maintenance to the hotels and
certain minor replacements and renewals to the hotels' property and
improvements. To the extent the reserves for FF&E replacements are insufficient
to meet the hotel's capital expenditure requirements, HPT, as owner, is required
to fund the shortfall.

NOTE 5.  INCOME TAXES

         The Company is included in the consolidated Federal income tax return
of Barcelo Crestline and its affiliates (the "Group"). Tax expense is allocated
to the Company as a member of the Group based upon the relative contribution to
the Group's pre-tax income. This allocation method results in Federal and state
tax expense allocated for the period presented that is substantially equal to
the expense that would have been recognized if the Company had filed separate
tax returns.

         As of January 3, 2003 and December 28, 2001, the Company had no
deferred tax assets or liabilities.

NOTE 6.  NOTE RECEIVABLE FROM BARCELO CRESTLINE

         The Company was capitalized with a $20 million note receivable from
Barcelo Crestline. The note is payable upon demand. Effective December 28, 2001,
the note was amended to bear interest at 8.0%. Prior to that date, the note was
non-interest bearing. Fair value approximates book value at January 3, 2003. The
note receivable serves as collateral security for the sublease.

         As this note relates to the initial capitalization of the Company,
the note is treated as a reduction to member's equity. Consistent with this
presentation, the interest income, net of taxes, related to this note
receivable is treated as a capital infusion. The balance sheet as of December
28, 2001 and the statement of member's equity have been restated to conform
to this presentation. As a result, the member's equity presented in the
accompanying financial statements as of December 28, 2001 and December 29,
2000, and December 31, 1999 is $6.1 million, $2.2 million, and $1.4 million,
respectively, as compared to $26.1 million, $22.2 million, and $21.4 million,
respectively, as previously reported.

                                      F-38

<Page>


                              CCMH COURTYARD I LLC
                         NOTES TO FINANCIAL STATEMENTS


         As indicated in Note 2, the Company is required to maintain minimum net
worth of $20 million. As a result of the treatment of the note receivable as a
reduction of member's equity, the Company is not in compliance with the
sublease. HPT has waived this non-compliance through June 30, 2003. Barcelo
Crestline will pay the note by June 30, 2003 or make other arrangements to
assure compliance with the sublease.

                                      F-39

<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/ John G. Murray
                                           -------------------------------------
                                           John G. Murray
                                           President and Chief Operating Officer

Dated:  March 28, 2003

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons, or by their
attorney-in-fact, in the capacities and on the dates indicated.

<Table>
<Caption>
Signature                                    Title                           Date
---------                                    -----                           ----
<S>                                          <C>                             <C>
/s/ John G. Murray                           President and                   March 28, 2003
------------------------------               Chief Operating Officer
John G. Murray


/s/ Mark L. Kleifges                         Treasurer and Chief             March 28, 2003
------------------------------               Financial Officer
Mark L. Kleifges


/s/ John L. Harrington                       Trustee                         March 28, 2003
------------------------------
John L. Harrington


/s/ Arthur G. Koumantzelis                   Trustee                         March 28, 2003
------------------------------
Arthur G. Koumantzelis


/s/ William J. Sheehan                       Trustee                         March 28, 2003
------------------------------
William J. Sheehan


/s/ Gerard M. Martin                         Trustee                         March 28, 2003
------------------------------
Gerard M. Martin


/s/ Barry M. Portnoy                         Trustee                         March 28, 2003
------------------------------
Barry M. Portnoy
</Table>

                                      F-40
<Page>

                                 CERTIFICATIONS

I, Barry M. Portnoy, certify that:

         1.     I have reviewed this annual report on Form 10-K of Hospitality
                Properties Trust;

         2.     Based on my knowledge, this annual report does not contain any
                untrue statement of a material fact or omit to state a material
                fact necessary to make the statements made, in light of the
                circumstances under which such statements were made, not
                misleading with respect to the period covered by this annual
                report;

         3.     Based on my knowledge, the financial statements, and other
                financial information included in this annual report, fairly
                present in all material respects the financial condition,
                results of operations and cash flows of the registrant as of,
                and for, the periods presented in this annual report;

         4.     The registrant's other certifying officers and I are responsible
                for establishing and maintaining disclosure controls and
                procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
                for the registrant and we have:

                a.   Designed such disclosure controls and procedures to ensure
                     that material information relating to the registrant,
                     including its consolidated subsidiaries, is made known to
                     us by others within those entities, particularly during the
                     period in which this annual report is being prepared;

                b.   Evaluated the effectiveness of the registrant's disclosure
                     controls and procedures as of a date within 90 days prior
                     to the filing date of this annual report (the "Evaluation
                     Date"); and

                c.   Presented in this annual report our conclusions about the
                     effectiveness of the disclosure controls and procedures
                     based on our evaluation as of the Evaluation Date;

         5.     The registrant's other certifying officers and I have disclosed,
                based on our most recent evaluation, to the registrant's
                auditors and the audit committee of registrant's board of
                directors (or persons performing the equivalent function):

                a.   All significant deficiencies in the design or operation of
                     internal controls which could adversely affect the
                     registrant's ability to record, process, summarize and
                     report financial data and have identified for the
                     registrant's auditors any material weaknesses in internal
                     controls; and

                b.   Any fraud, whether or not material, that involves
                     management or other employees who have a significant role
                     in the registrant's internal controls; and

         6.     The registrant's other certifying officers and I have indicated
                in this annual report whether there were significant changes in
                internal controls or in other factors that could significantly
                affect internal controls subsequent to the date of our most
                recent evaluation, including any corrective actions with regard
                to significant deficiencies and material weaknesses.


         Date:  March 28,2003              /s/ Barry M. Portnoy
                                           -------------------------------------
                                           Barry M. Portnoy
                                           Managing Trustee

<Page>

I, Gerard M. Martin, certify that:

         1.     I have reviewed this annual report on Form 10-K of Hospitality
                Properties Trust;

         2.     Based on my knowledge, this annual report does not contain any
                untrue statement of a material fact or omit to state a material
                fact necessary to make the statements made, in light of the
                circumstances under which such statements were made, not
                misleading with respect to the period covered by this annual
                report;

         3.     Based on my knowledge, the financial statements, and other
                financial information included in this annual report, fairly
                present in all material respects the financial condition,
                results of operations and cash flows of the registrant as of,
                and for, the periods presented in this annual report;

         4.     The registrant's other certifying officers and I are responsible
                for establishing and maintaining disclosure controls and
                procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
                for the registrant and we have:

                a.   Designed such disclosure controls and procedures to ensure
                     that material information relating to the registrant,
                     including its consolidated subsidiaries, is made known to
                     us by others within those entities, particularly during the
                     period in which this annual report is being prepared;

                b.   Evaluated the effectiveness of the registrant's disclosure
                     controls and procedures as of a date within 90 days prior
                     to the filing date of this annual report (the "Evaluation
                     Date"); and

                c.   Presented in this annual report our conclusions about the
                     effectiveness of the disclosure controls and procedures
                     based on our evaluation as of the Evaluation Date;

         5.     The registrant's other certifying officers and I have disclosed,
                based on our most recent evaluation, to the registrant's
                auditors and the audit committee of registrant's board of
                directors (or persons performing the equivalent function):

                a.   All significant deficiencies in the design or operation of
                     internal controls which could adversely affect the
                     registrant's ability to record, process, summarize and
                     report financial data and have identified for the
                     registrant's auditors any material weaknesses in internal
                     controls; and

                b.   Any fraud, whether or not material, that involves
                     management or other employees who have a significant role
                     in the registrant's internal controls; and

         6.     The registrant's other certifying officers and I have indicated
                in this annual report whether there were significant changes in
                internal controls or in other factors that could significantly
                affect internal controls subsequent to the date of our most
                recent evaluation, including any corrective actions with regard
                to significant deficiencies and material weaknesses.


         Date:  March 28,2003              /s/ Gerard M. Martin
                                           -------------------------------------
                                           Gerard M. Martin
                                           Managing Trustee

<Page>

I, John G. Murray, certify that:

         1.     I have reviewed this annual report on Form 10-K of Hospitality
                Properties Trust;

         2.     Based on my knowledge, this annual report does not contain any
                untrue statement of a material fact or omit to state a material
                fact necessary to make the statements made, in light of the
                circumstances under which such statements were made, not
                misleading with respect to the period covered by this annual
                report;

         3.     Based on my knowledge, the financial statements, and other
                financial information included in this annual report, fairly
                present in all material respects the financial condition,
                results of operations and cash flows of the registrant as of,
                and for, the periods presented in this annual report;

         4.     The registrant's other certifying officers and I are responsible
                for establishing and maintaining disclosure controls and
                procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
                for the registrant and we have:

                a.   Designed such disclosure controls and procedures to ensure
                     that material information relating to the registrant,
                     including its consolidated subsidiaries, is made known to
                     us by others within those entities, particularly during the
                     period in which this annual report is being prepared;

                b.   Evaluated the effectiveness of the registrant's disclosure
                     controls and procedures as of a date within 90 days prior
                     to the filing date of this annual report (the "Evaluation
                     Date"); and

                c.   Presented in this annual report our conclusions about the
                     effectiveness of the disclosure controls and procedures
                     based on our evaluation as of the Evaluation Date;

         5.     The registrant's other certifying officers and I have disclosed,
                based on our most recent evaluation, to the registrant's
                auditors and the audit committee of registrant's board of
                directors (or persons performing the equivalent function):

                a.   All significant deficiencies in the design or operation of
                     internal controls which could adversely affect the
                     registrant's ability to record, process, summarize and
                     report financial data and have identified for the
                     registrant's auditors any material weaknesses in internal
                     controls; and

                b.   Any fraud, whether or not material, that involves
                     management or other employees who have a significant role
                     in the registrant's internal controls; and

         6.     The registrant's other certifying officers and I have indicated
                in this annual report whether there were significant changes in
                internal controls or in other factors that could significantly
                affect internal controls subsequent to the date of our most
                recent evaluation, including any corrective actions with regard
                to significant deficiencies and material weaknesses.

         Date:  March 28,2003              /s/ John G. Murray
                                           -------------------------------------
                                           John G. Murray
                                           President and Chief Operating Officer

<Page>

I, Mark L. Kleifges, certify that:

         1.     I have reviewed this annual report on Form 10-K of Hospitality
                Properties Trust;

         2.     Based on my knowledge, this annual report does not contain any
                untrue statement of a material fact or omit to state a material
                fact necessary to make the statements made, in light of the
                circumstances under which such statements were made, not
                misleading with respect to the period covered by this annual
                report;

         3.     Based on my knowledge, the financial statements, and other
                financial information included in this annual report, fairly
                present in all material respects the financial condition,
                results of operations and cash flows of the registrant as of,
                and for, the periods presented in this annual report;

         4.     The registrant's other certifying officers and I are responsible
                for establishing and maintaining disclosure controls and
                procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
                for the registrant and we have:

                a.   Designed such disclosure controls and procedures to ensure
                     that material information relating to the registrant,
                     including its consolidated subsidiaries, is made known to
                     us by others within those entities, particularly during the
                     period in which this annual report is being prepared;

                b.   Evaluated the effectiveness of the registrant's disclosure
                     controls and procedures as of a date within 90 days prior
                     to the filing date of this annual report (the "Evaluation
                     Date"); and

                c.   Presented in this annual report our conclusions about the
                     effectiveness of the disclosure controls and procedures
                     based on our evaluation as of the Evaluation Date;

         5.     The registrant's other certifying officers and I have disclosed,
                based on our most recent evaluation, to the registrant's
                auditors and the audit committee of registrant's board of
                directors (or persons performing the equivalent function):

                a.   All significant deficiencies in the design or operation of
                     internal controls which could adversely affect the
                     registrant's ability to record, process, summarize and
                     report financial data and have identified for the
                     registrant's auditors any material weaknesses in internal
                     controls; and

                b.   Any fraud, whether or not material, that involves
                     management or other employees who have a significant role
                     in the registrant's internal controls; and

         6.     The registrant's other certifying officers and I have indicated
                in this annual report whether there were significant changes in
                internal controls or in other factors that could significantly
                affect internal controls subsequent to the date of our most
                recent evaluation, including any corrective actions with regard
                to significant deficiencies and material weaknesses.


         Date:  March 28 ,2003             /s/ Mark L. Kleifges
                                           -------------------------------------
                                           Mark L. Kleifges
                                           Treasurer and Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.5
<SEQUENCE>3
<FILENAME>a2106714zex-3_5.txt
<DESCRIPTION>EXHIBIT 3.5
<TEXT>
<Page>

                                                                     EXHIBIT 3.5

                          HOSPITALITY PROPERTIES TRUST
                             ARTICLES SUPPLEMENTARY
             8.875% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES
                                without par value

     HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust (the
"Trust"), having its principal office in Newton, Massachusetts, hereby certifies
to the State Department of Assessments and Taxation of Maryland that:

     FIRST: Pursuant to authority expressly vested in the Trustees by Section
5.1 of the Amended and Restated Declaration of Trust of the Trust, dated August
21, 1995, as amended and supplemented (the "Declaration"), the Trustees have
duly classified and designated 3,450,000 Preferred Shares of the Trust as 8.875%
Series B Cumulative Redeemable Preferred Shares, without par value, of the Trust
("Series B Preferred Shares").

     SECOND: The preferences, rights, voting powers, restrictions, limitations
as to dividends and other distributions, qualifications and terms or conditions
of redemption of the Series B Preferred Shares are as follows, which upon any
restatement of the Declaration shall be made part of Article V of the
Declaration, with any necessary or appropriate changes to the enumeration or
lettering of sections or subsections hereof. Capitalized terms used in this
ARTICLE SECOND which are defined in the Declaration and not otherwise defined
herein are used herein as so defined in the Declaration.

8.875% Series B Cumulative Redeemable Preferred Shares, without par value

     1.   Designation and Number. A series of Preferred Shares, designated the
8.875% Series B Cumulative Redeemable Preferred Shares, without par value (the
"Series B Preferred Shares"), is hereby established. The number of authorized
Series B Preferred Shares is 3,450,000.

     2.   Relative Seniority. In respect of rights to receive dividends and to
participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Trust, the Series B Preferred Shares shall rank
(i) senior to the Common Shares, the Junior Participating Preferred Shares and
any other class or series of Shares of the Trust, the terms of which
specifically provide that such class or series ranks, as to rights to receive
dividends and to participate in distributions or payments in the event of any
liquidation, dissolution or winding up of the Trust, junior to the Series B
Preferred Shares (the Shares described in this clause (i) being, collectively,
"Junior Shares"), (ii) on a parity with the 9 1/2% Series A Cumulative
Redeemable Preferred Shares, without par value (the "Series A Preferred
Shares"), and any other class or series of Shares of the Trust, the terms of
which specifically provide that such class or series ranks, as to rights to
receive dividends and to participate in distributions or payments in the event
of any liquidation, dissolution or winding up of the Trust, on a parity with the
Series B Preferred Shares, and (iii) junior to any class or series of Shares of
the Trust, the terms of which specifically provide that such class or series
ranks, as to rights to receive dividends and to participate in distributions or
payments in the event of any liquidation, dissolution or winding up

<Page>

of the Trust, senior to the Series B Preferred Shares. For the avoidance of
doubt, debt securities of the Trust which are convertible into or exchangeable
for Shares of the Trust or any other debt securities of the Trust do not
constitute a class or series of Shares for purposes of this Section 2.

     3.   Dividends and Distributions.

               (a)  Subject to the preferential rights of the holders of any
class or series of Shares of the Trust ranking senior to the Series B Preferred
Shares as to dividends, the holders of the then outstanding Series B Preferred
Shares shall be entitled to receive, when and as authorized by the Trustees and
declared by the Trust, out of any funds legally available therefor, cumulative
dividends at a rate of eight and seven-eighths percent 8.875% per annum of the
Twenty-five Dollars ($25.00) per share liquidation preference of the Series B
Preferred Shares (equivalent to the annual rate of $2.21875 per share). Such
dividends shall accrue and be cumulative from (but excluding) December 10, 2002
(the "Original Issue Date") in the case of Series B Preferred Shares issued on
or prior to January 9, 2003, and otherwise from (but excluding) the date of the
original issuance thereof, and will be payable quarterly in arrears in cash on
the fifteenth day of each January, April, July and October beginning on April
15, 2003 (each such day being hereinafter called a "Quarterly Dividend Date");
provided that if any Quarterly Dividend Date is not a Business Day (as
hereinafter defined), then the dividend which would otherwise have been payable
on such Quarterly Dividend Date may be paid on the next succeeding Business Day
with the same force and effect as if paid on such Quarterly Dividend Date, and
no interest or additional dividends or other sums shall accrue on the amount so
payable from such Quarterly Dividend Date to such next succeeding Business Day.
As used herein the term "Dividend Period" for Series B Preferred Shares means
the period from but excluding the Original Issue Date or other date of the
original issuance thereof, as applicable, and ending on and including the next
following Quarterly Dividend Date, and each subsequent period from but excluding
a Quarterly Dividend Date and ending on and including the next following
Quarterly Dividend Date. The amount of any dividend payable for any full
Dividend Period or portion thereof shall be computed on the basis of a 360-day
year consisting of twelve 30-day months (it being understood that the first
Dividend Period is shorter than a full Dividend Period). Dividends shall be
payable to holders of record as they appear in the share records of the Trust at
the close of business on the applicable record date (the "Record Date"), which
shall be a date designated by the Trustees for the payment of dividends that is
not more than 60 nor less than 10 days prior to the applicable Quarterly
Dividend Date.

               (b)  Dividends on the Series B Preferred Shares shall accrue and
be cumulative, whether or not (i) the Trust has earnings, (ii) there are funds
legally available for the payment of such dividends or (iii) such dividends have
been declared.

               (c)  If Series B Preferred Shares are outstanding, no full
dividends shall be declared or paid or set apart for payment on any other class
or series of Shares of the Trust ranking, as to dividends, on a parity with the
Series B Preferred Shares for any period, unless the full cumulative dividends
on the Series B Preferred Shares have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for
payment for all past Dividend Periods. When dividends are not paid in full (or a
sum sufficient for such full payment is not so set apart) upon the Series B
Preferred Shares and the Shares of any other class or series ranking on a parity
as to dividends with the Series B Preferred Shares, all

                                       -2-
<Page>

dividends declared upon Series B Preferred Shares and any such other class or
series of Shares shall in all cases bear to each other the same ratio that
accrued dividends per share on the Series B Preferred Shares and such other
class or series of Shares (which shall not include any accumulation in respect
of unpaid dividends for prior dividend periods if such other class or series
does not have a cumulative dividend) bear to each other.

               (d)  Except as provided in Section 3(c) above, unless full
cumulative dividends on the Series B Preferred Shares have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
repayment thereof set apart for payment for all past Dividend Periods and the
then current Dividend Period, no dividends (other than in Common Shares or other
Junior Shares or options, warrants or rights to subscribe for or purchase Common
Shares or other Junior Shares) shall be declared or paid or set apart for
payment and no other distribution shall be declared or made upon the Common
Shares or any other Shares ranking junior to the Series B Preferred Shares as to
rights to receive dividends or to participate in distributions or payments in
the event of any liquidation, dissolution or winding up of the Trust, nor shall
any Common Shares or any other such Shares be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any such Shares) by the Trust except (i) by
conversion into or exchange for Common Shares or other Junior Shares, (ii)
pursuant to pro rata offers to purchase or a concurrent redemption of all, or a
pro rata portion of, the outstanding Series B Preferred Shares and any other
class or series of Shares ranking on a parity with Series B Preferred Shares as
to rights to receive dividends and to participate in distributions or payments
in the event of any liquidation, dissolution or winding up of the Trust, (iii)
by redemption, purchase or other acquisition of Common Shares made for purposes
of an incentive, benefit or share purchase plan of the Trust or any of its
subsidiaries for officers, Trustees or employees or others performing or
providing similar services, (iv) by redemption, purchase or other acquisition of
rights to purchase Junior Participating Preferred Shares pursuant to the Rights
Agreement, dated as of May 30, 1997, between the Trust and State Street Bank and
Trust Company, as rights agent, or pursuant to any replacement agreement
therefor relating to such rights, each as in effect from time to time, or of any
similar rights from time to time issued by the Trust in connection with a
successor or supplemental shareholder rights protection plan adopted by the
Trustees, and (v) for redemptions, purchases or other acquisitions by the Trust,
whether pursuant to any provision of the Declaration or otherwise, for the
purpose of preserving the Trust's status as a real estate investment trust (a
"REIT") for federal income tax purposes.

               (e)  No interest, or sum of money in lieu thereof, shall be
payable in respect of any dividend payment or payments on Series B Preferred
Shares which may be in arrears, and the holders of Series B Preferred Shares are
not entitled to any dividends, whether payable in cash, securities or other
property, in excess of the full cumulative dividends described in this Section
3. Except as otherwise expressly provided herein, the Series B Preferred Shares
shall not be entitled to participate in the earnings or assets of the Trust.

               (f)  Any dividend payment made on the Series B Preferred Shares
shall be first credited against the earliest accrued but unpaid dividend due
with respect to such Shares which remains payable. Any cash dividends paid in
respect of Series B Preferred Shares, including any portion thereof which the
Trust elects to designate as "capital gain dividends" (as defined in

                                       -3-
<Page>

Section 857 (or any successor provision) of the Internal Revenue Code) or as a
return of capital, shall be credited to the cumulative dividends on the Series B
Preferred Shares.

               (g)  No dividends on the Series B Preferred Shares shall be
authorized by the Trustees or be paid or set apart for payment by the Trust at
such time as the terms and provisions of any agreement of the Trust, including
any agreement relating to its indebtedness, directly or indirectly prohibit
authorization, payment or setting apart for payment or provide that such
authorization, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration, payment or setting
apart for payment shall be restricted or prohibited by law.

               (h)  The Trust shall remain entitled to receive and retain any
interest or other earnings on any money set aside for the payment of dividends
on Series B Preferred Shares and holders thereof shall have no claim to such
interest or other earnings. Any funds for the payment of dividends on Series B
Preferred Shares which have been set apart by the Trust and which remain
unclaimed by the holders of the Series B Preferred Shares entitled thereto on
the first anniversary of the applicable Quarterly Dividend Date, or other
dividend payment date, shall revert and be repaid to the general funds of the
Trust, and thereafter the holders of the Series B Preferred Shares entitled to
the funds which have reverted or been repaid to the Trust shall look only to the
general funds of the Trust for payment, without interest or other earnings
thereon.

               (i)  "Business Day" shall mean any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
in New York, New York or Boston, Massachusetts are authorized or required by
law, regulation or executive order to close.

     4.   Liquidation Rights.

               (a)  Upon any voluntary or involuntary liquidation, dissolution
or winding up of the Trust, before any distribution or payment shall be made to
the holders of any Common Shares or any other Shares ranking junior to the
Series B Preferred Shares as to rights to participate in distributions or
payments in the event of any liquidation, dissolution or winding up of the
Trust, but subject to the preferential rights of holders of any class or series
of Shares ranking senior to the Series B Preferred Shares as to rights to
participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Trust, the holders of Series B Preferred Shares
shall be entitled to receive, out of assets of the Trust legally available for
distribution to shareholders, liquidating distributions in cash or property at
its fair market value as determined by the Trustees in the amount of Twenty-five
Dollars ($25.00) per Series B Preferred Share, plus an amount equal to all
dividends accrued and unpaid thereon.

               (b)  After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series B Preferred
Shares will have no right or claim to any of the remaining assets of the Trust.

               (c)  In the event that upon any voluntary or involuntary
liquidation, dissolution or winding up of the Trust, the available assets of the
Trust are insufficient to pay the full amount of the liquidating distributions
on all outstanding Series B Preferred Shares and the full amounts payable as
liquidating distributions on all Shares of other classes or series of Shares of
the Trust

                                       -4-
<Page>

ranking on a parity with the Series B Preferred Shares as to rights to
participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Trust, then the holders of the Series B
Preferred Shares and all other such classes or series of Shares shall share
ratably in any such distribution of assets in proportion to the full liquidating
distributions to which they would otherwise be respectively entitled.

               (d)  For purposes of this Section 4, neither the sale, lease,
transfer or conveyance of all or substantially all of the property or business
of the Trust, nor the merger or consolidation of the Trust into or with any
other entity or the merger or consolidation of any other entity into or with the
Trust or a statutory share exchange by the Trust, shall be deemed to be a
dissolution, liquidation or winding up of the Trust.

               (e)  In determining whether a distribution (other than upon
voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of Shares or otherwise, is permitted under Maryland law, amounts
that would be needed, if the Trust were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of the holders
of Series B Preferred Shares will not be added to the Trust's total liabilities.

     5.   Redemption by the Trust.

               (a)  Optional Redemption. The Series B Preferred Shares are not
redeemable prior to December 10, 2007 except as otherwise provided in Section
5(b) below. On and after December 10, 2007, the Trust may, at its option, redeem
Series B Preferred Shares in whole or from time to time in part, for cash at a
redemption price per share of Twenty-five Dollars ($25.00), together with all
accrued and unpaid dividends to the date fixed for redemption, except as
otherwise provided in Section 5(c)(vi) below, and without interest (the "Series
B Redemption Price"). Each date fixed for redemption of Series B Preferred
Shares pursuant to this Section 5(a) or to Section 5(b) below is referred to in
these provisions of the Series B Preferred Shares as a "Series B Redemption
Date." The Series B Preferred Shares have no stated maturity and are not subject
to any sinking fund or mandatory redemption. Any redemption of Series B
Preferred Shares pursuant to this Section 5(a) shall be made in accordance with
the applicable provisions of Section 5(c) below.

               (b)  Special Optional Redemption. The Trust may, at its option,
redeem at any time all or from time to time any Series B Preferred Shares which
constitute Excess Series B Preferred Shares (as defined in Section 9 below) for
cash at a redemption price per share equal to the Series B Redemption Price,
subject, with respect to the portion of the Series B Redemption Price
constituting accrued and unpaid dividends to the date fixed for redemption, to
the provisions of the second paragraph of subsection (c) of Section 5.14 of the
Declaration and to Section 5(c)(vi) below, and without interest. The Trust's
right to redeem Excess Series B Preferred Shares shall be in addition to, and
shall not limit, its rights with respect to such Series B Preferred Shares set
forth in Section 9 below or in Section 5.14 of the Declaration. Any redemption
of Series B Preferred Shares pursuant to this Section 5(b) shall be made in
accordance with the applicable provisions of Section 5(c) below.

               (c)  Procedures and Terms for Redemption.

                                       -5-
<Page>

                    (i)    Notice of redemption will be mailed at least 30 days
     but not more than 60 days before the Series B Redemption Date to each
     holder of record of Series B Preferred Shares to be redeemed at the address
     shown on the share transfer books of the Trust; provided that if the Trust
     shall have reasonably concluded, based on advice of independent tax counsel
     experienced in such matters, that a redemption pursuant to Section 5(b)
     must be made on a date (the "Special Redemption Date") which is earlier
     than 30 days after the date of such mailing in order to preserve the status
     of the Trust as a REIT for federal income tax purposes or to comply with
     federal tax laws relating to the Trust's qualification as a REIT, then the
     Trust may give such shorter notice as is necessary to effect such
     redemption on the Special Redemption Date. Each notice of redemption shall
     state: (A) the applicable Series B Redemption Date; (B) the number of
     Series B Preferred Shares to be redeemed; (C) the applicable Series B
     Redemption Price; (D) the place or places where certificates for such
     Series B Preferred Shares are to be surrendered for payment of the Series B
     Redemption Price; and (E) that dividends on the Series B Preferred Shares
     to be redeemed will cease to accrue on such Series B Redemption Date. If
     fewer than all the Series B Preferred Shares are to be redeemed, the notice
     mailed to each such holder thereof shall also specify the number of Series
     B Preferred Shares to be redeemed from each such holder or the method for
     calculating that number. No failure to give such notice or any defect
     therein or in the mailing thereof shall affect the validity of the
     proceedings for the redemption of any Series B Preferred Shares except as
     to the holder to whom the Trust has failed to give notice or to whom notice
     was defective.

                    (ii)   If notice of redemption of Series B Preferred Shares
     has been mailed in accordance with Section 5(c)(i) above and if the funds
     necessary for such redemption have been set aside by the Trust in trust for
     the benefit of the holders of the Series B Preferred Shares so called for
     redemption, subject to the provisions of Section 5(c)(v) below, then from
     and after the Series B Redemption Date specified in the notice, dividends
     will cease to accumulate, and such Shares shall no longer be deemed to be
     outstanding and shall not have the status of Series B Preferred Shares and
     all rights of the holders thereof as shareholders of the Trust (except the
     right to receive the Series B Redemption Price) shall terminate.

                    (iii)  Upon surrender, in accordance with the Trust's notice
     of redemption, of the certificates for any Series B Preferred Shares
     redeemed (properly endorsed or assigned for transfer and with applicable
     signature guarantees, if the Trust shall so require and the notice shall so
     state), the Series B Preferred Shares shall be redeemed by the Trust at the
     Series B Redemption Price. In case fewer than all the Series B Preferred
     Shares evidenced by any such certificate are redeemed, a new certificate or
     certificates shall be issued evidencing the unredeemed Series B Preferred
     Shares without cost to the holder thereof.

                    (iv)   If fewer than all of the outstanding Series B
     Preferred Shares are to be redeemed, the number of Series B Preferred
     Shares to be redeemed will be determined by the Trust and such Shares may
     be redeemed pro rata from the holders of record of such Shares in
     proportion to the number of such Shares held by such holders (with

                                       -6-
<Page>

     adjustments to avoid redemption of fractional Shares), by lot or
     by any other equitable method determined by the Trust.

                    (v)    Any funds for the redemption of Series B Preferred
     Shares which have been set aside by the Trust pursuant to Section 5(c)(ii)
     above, shall be irrevocably set aside separate and apart from the Trust's
     other funds in trust for the pro rata benefit of the holders of the Series
     B Preferred Shares called for redemption, except that:

               (A)  the Trust shall be entitled to receive any interest or other
                    earnings, if any, earned on any money so set aside in trust,
                    and the holders of any Shares redeemed shall have no claim
                    to such interest or other earnings; and

               (B)  any balance of monies deposited by the Trust and unclaimed
                    by the holders of the Series B Preferred Shares entitled
                    thereto at the expiration of one year from the applicable
                    Series B Redemption Date shall be repaid, together with any
                    interest or other earnings earned thereon, to the general
                    funds of the Trust, and after any such repayment, the
                    holders of the Shares entitled to the funds which have been
                    repaid to the Trust shall look only to the general funds of
                    the Trust for payment without interest or other earnings
                    thereon.

                    (vi)   Anything in these provisions of the Series B
     Preferred Shares to the contrary notwithstanding, the holders of record of
     Series B Preferred Shares at the close of business on a Record Date will be
     entitled to receive the dividend payable with respect to such Shares on the
     corresponding Quarterly Dividend Date notwithstanding the redemption of
     such Shares after such Record Date and on or prior to such Quarterly
     Dividend Date or the Trust's default in the payment of the dividend due on
     such Quarterly Dividend Date, in which case the amount payable upon
     redemption of such Series B Preferred Shares will not include such dividend
     (and the full amount of the dividend payable for the applicable Dividend
     Period shall instead be paid on such Quarterly Dividend Date to the holders
     of record on such Record Date as aforesaid). Except as provided in this
     clause (vi) and except to the extent that accrued and unpaid dividends are
     payable as a part of the Series B Redemption Price pursuant to Section 5(a)
     or 5(b), the Trust will make no payment or allowance for unpaid dividends,
     regardless of whether or not in arrears, on Series B Preferred Shares
     called for redemption.

                    (vii)  Notwithstanding the foregoing, unless the full
     cumulative dividends on all Series B Preferred Shares shall have been or
     contemporaneously are declared and paid or declared and a sum sufficient
     for the payment thereof set apart for payment for all past Dividend Periods
     and the then current Dividend Period, no Series B Preferred Shares shall be
     redeemed unless all outstanding Series B Preferred Shares are
     simultaneously redeemed; provided, however, that (i) the foregoing shall
     not prevent the redemption of Series B Preferred Shares pursuant to Section
     5(b) above or the purchase or acquisition of Series B Preferred Shares
     pursuant to a purchase or exchange offer made on the same terms to holders
     of all outstanding Series B Preferred Shares, and (ii) the foregoing shall
     not in any respect limit the terms and provisions of Section 5.14 of the
     Declaration or Section 9 hereof. In addition, unless the full cumulative
     dividends on all

                                       -7-
<Page>

     outstanding Series B Preferred Shares have been or contemporaneously are
     declared and paid or declared and a sum sufficient for the payment thereof
     set apart for payment for all past Dividend Periods and the then current
     Dividend Period, the Trust shall not purchase or otherwise acquire directly
     or indirectly any Series B Preferred Shares (except by conversion into or
     exchange for Common Shares or other Junior Shares); provided, however, that
     (i) the foregoing shall not prevent the redemption of Series B Preferred
     Shares pursuant to Section 5(b) above or the purchase or acquisition of
     Series B Preferred Shares pursuant to a purchase or exchange offer made on
     the same terms to holders of all outstanding Series B Preferred Shares, and
     (ii) the foregoing shall not in any respect limit the terms and provisions
     of Section 5.14 of the Declaration or Section 9 hereof.

                    (viii) For the avoidance of doubt, the provisions of this
     Section 5 shall not limit any direct or indirect purchase or acquisition by
     the Trust of all or any Series B Preferred Shares on the open market
     (including in privately negotiated transactions), except as otherwise
     expressly provided in Section 5(c)(vii) above.

     6.   Voting Rights. Notwithstanding anything to the contrary contained in
the Declaration, except as set forth below in this Section 6, the holders of the
Series B Preferred Shares shall not be entitled to vote at any meeting of the
shareholders for election of Trustees or for any other purpose or otherwise to
participate in any action taken by the Trust or the shareholders thereof, or to
receive notice of any meeting of shareholders (except for such notices as may be
expressly required by law).

               (a)  At any time dividends on the Series B Preferred Shares shall
be in arrears for six or more quarterly periods, whether or not the quarterly
periods are consecutive, the holders of Series B Preferred Shares (voting
separately as a class with all other series of Preferred Shares of the Trust
upon which like voting rights have been conferred and are exercisable) will be
entitled to vote for the election of two additional Trustees of the Trust at the
next annual meeting of shareholders and for those or other replacement Trustees
at each subsequent meeting (and the number of Trustees then constituting the
Board of Trustees will automatically increase by two, if not already increased
by two by reason of the election of Trustees by the holders of such Preferred
Shares), until all dividends accumulated on Series B Preferred Shares for the
past Dividend Periods and the then current Dividend Period shall have been fully
paid or declared and a sum sufficient for the payment thereof set apart for
payment. For the avoidance of doubt, and by means of example, in the event
dividends on the Series B Preferred Shares and the Series A Preferred Shares
shall both be in arrears for six or more quarterly periods, the holders of
Series B Preferred Shares and Series A Preferred Shares (and the holders of all
other series of Preferred Shares of the Trust upon which like voting rights have
been conferred and are exercisable) shall be entitled to vote for the election
of two additional Trustees in the aggregate, not four or more additional
Trustees.

                    (i)    Upon the full payment of all such dividends
     accumulated on Series B Preferred Shares for the past Dividend Periods and
     the then current Dividend Period or the declaration in full thereof and the
     Trust's setting aside a sum sufficient for the payment thereof, the right
     of the holders of Series B Preferred Shares to elect such two Trustees
     shall cease, and (unless there are one or more other series of Preferred
     Shares of the Trust upon which like voting rights have been conferred and
     are exercisable) the term

                                       -8-
<Page>

     of office of such Trustees previously so elected shall automatically
     terminate and the authorized number of Trustees of the Trust will thereupon
     automatically return to the number of authorized Trustees otherwise in
     effect, but subject always to the same provisions for the reinstatement and
     divestment of the right to elect two additional Trustees in the case of any
     such future dividend arrearage.

                    (ii)   If at any time when the voting rights conferred upon
     the Series B Preferred Shares pursuant to this Section 6(a) are exercisable
     any vacancy in the office of a Trustee elected pursuant to this Section
     6(a) shall occur, then such vacancy may be filled only by the written
     consent of the remaining such Trustee or by vote of the holders of record
     of the outstanding Series B Preferred Shares and any other series of
     Preferred Shares of the Trust upon which like voting rights have been
     conferred and are exercisable and which are entitled to vote as a class
     with the Series B Preferred Shares in the election of Trustees pursuant to
     this Section 6(a).

                    (iii)  Any Trustee elected or appointed pursuant to this
     Section 6(a) may be removed only by the holders of the outstanding Series B
     Preferred Shares and any other series of Preferred Shares of the Trust upon
     which like voting rights have been conferred and are exercisable and which
     are entitled to vote as a class with the Series B Preferred Shares in the
     election of Trustees pursuant to this Section 6(a), and may not be removed
     by the holders of the Common Shares.

                    (iv)   The term of any Trustees elected or appointed
     pursuant to this Section 6(a) shall be from the date of such election or
     appointment and their qualification until the next annual meeting of the
     shareholders and until their successors are duly elected and qualify,
     except as otherwise provided above in this Section 6(a).

               (b)  So long as any Series B Preferred Shares remain outstanding,
the Trust shall not, without the affirmative vote or consent of the holders of
at least two-thirds of the Series B Preferred Shares outstanding at the time,
given in person or by proxy, either in writing or at a meeting (the holders of
Series B Preferred Shares voting separately as a class), (i) authorize or
create, or increase the authorized or issued amount of, any class or series of
Shares ranking senior to the Series B Preferred Shares with respect to payment
of dividends or the distribution of assets upon liquidation, dissolution or
winding up of the Trust, or reclassify any authorized Shares of the Trust into
any such Shares, or create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such Shares; or (ii)
amend, alter or repeal the provisions of the Declaration or the terms of the
Series B Preferred Shares, whether by merger, consolidation or otherwise, so as
to materially and adversely affect any right, preference, privilege or voting
power of the Series B Preferred Shares; provided, however, that any increase in
the amount of authorized Preferred Shares, any issuance of or increase in the
amount of Series B Preferred Shares or any creation or issuance of or increase
in the amount of authorized shares of any class or series of Preferred Shares
which rank on a parity with the Series B Preferred Shares with respect to
payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up of the Trust or which are Junior Shares shall not be deemed to
materially and adversely affect the rights, preferences, privileges or voting
powers of the Series B Preferred Shares.

                                       -9-
<Page>

               (c)  The voting provisions set forth in clauses (a) and (b) above
will not apply if, at or prior to the time when the act with respect to which a
vote would otherwise be required shall be effected, all outstanding Series B
Preferred Shares shall have been redeemed or called for redemption and
sufficient funds shall have been deposited in trust pursuant to the provisions
of Sections 5(c)(ii) and 5(c)(v) hereof to effect the redemption.

               (d)  On each matter submitted to a vote of the holders of Series
B Preferred Shares or on which the holders of Series B Preferred Shares are
otherwise entitled to vote as provided herein, each Series B Preferred Share
shall be entitled to one vote, except that when Shares of any other class or
series of Preferred Shares of the Trust have the right to vote with the Series B
Preferred Shares as a single class on any matter, the Series B Preferred Shares
and the Shares of each such other class or series will have one vote for each
Twenty-five Dollars ($25.00) of liquidation preference.

     7.   Conversion.  The Series B Preferred Shares are not convertible into
or  exchangeable  for any  other  property  or  securities  of the  Trust.  This
provision  will not prevent the Trust from  offering to convert or exchange  the
Series B Preferred Shares.

     8.   Status of Redeemed and Reacquired Series B Preferred Shares. In the
event any Series B Preferred Shares shall be redeemed pursuant to Section 5
hereof or otherwise reacquired by the Trust, the Shares so redeemed or
reacquired shall become authorized but unissued Series B Preferred Shares,
available for future issuance and reclassification by the Trust or, if so
determined by the Trustees, may be retired and canceled by the Trust.

     9.   Restrictions on Transfer.

               (a)  As a condition to the transfer (including, without
limitation, any sale, transfer, gift, assignment, devise or other disposition of
Series B Preferred Shares, whether voluntary or involuntary, whether
beneficially or of record, and whether effected constructively, by operation of
law or otherwise) and/or registration of transfer of any Series B Preferred
Shares ("Excess Series B Preferred Shares") which could in the opinion of the
Trustees result in

                    (i)    direct or indirect ownership (as defined in
Section 5.14 of the Declaration) of Series B Preferred Shares representing more
than 9.8% in number, value or voting power of the total Series B Preferred
Shares outstanding becoming concentrated in the hands of one owner other than an
Excepted Person (as such term is defined in the Declaration),

                    (ii)   the outstanding Series B Preferred Shares of the
     Trust being owned by fewer than one hundred twenty (120) persons, or

                    (iii)  the Trust being "closely held" within the meaning of
     Section 856(h) of the Internal Revenue Code,

such potential owner (a "Proposed Transferee") shall file with the Trust the
statement or affidavit described in Section 5.14(b) of the Declaration no later
than the fifteenth (15th) day prior to any proposed transfer, registration of
transfer or transaction which, if consummated, would have any of the results set
forth above; provided, however, that the Trustees may waive such requirement

                                      -10-
<Page>

of prior notice upon determination that such waiver is in the best interests of
the Trust. Subject to Section 5.14(i) of the Declaration, the Trustees shall
have the power and right (i) to refuse to transfer or issue Excess Series B
Preferred Shares or share certificates to any Proposed Transferee whose
acquisition of such Excess Series B Preferred Shares would, in the opinion of
the Trustees, result in the direct or indirect beneficial ownership of any
Excess Series B Preferred Shares by a Person other than an Excepted Person and
(ii) to treat such Excess Series B Preferred Shares as having been transferred
not to the Proposed Transferee but rather to a trustee for the benefit of one or
more Charitable Beneficiaries (as defined in the Declaration) selected and
otherwise as described in Section 5.14(c) of the Declaration. Any such trust
shall be deemed to have been established by the holder of such Excess Series B
Preferred Shares for the benefit of the applicable Charitable Beneficiary or
Charitable Beneficiaries on the day prior to the date of the purported transfer
to the Proposed Transferee, which purported transfer shall be void ab initio and
the Proposed Transferee shall be deemed never to have acquired any interest in
or with respect to the Excess Series B Preferred Shares purportedly transferred.

               (b)  Any Excess Series B Preferred Shares shall automatically be
deemed to constitute Excess Shares (within the meaning of the Declaration) and
shall be treated in the manner prescribed for Excess Shares, including, without
limitation, the provisions set forth in Section 5.14(c) thereof.

               (c)  Notwithstanding any other provision of the Declaration or
hereof to the contrary, but subject to Section 5.14(i) of the Declaration, any
purported acquisition of Series B Preferred Shares (whether such purported
acquisition results from the direct or indirect acquisition or ownership (as
defined for purposes of the Declaration) of Series B Preferred Shares) which
would result in the disqualification of the Trust as a REIT for federal income
tax purposes shall be null and void. Any such Series B Preferred Shares may be
treated by the Trustees in the manner prescribed for Excess Series B Preferred
Shares in these provisions of the Series B Preferred Shares and for Excess
Shares in Section 5.14(c) of the Declaration.

               (d)  The provisions of this Section 9 shall not limit the
applicability of Section 5.14 of the Declaration to Series B Preferred Shares in
accordance with the terms thereof, and the provisions of this Section 9 and of
Section 5.14 of the Declaration shall not limit the right of the Trust to elect
to redeem Excess Series B Preferred Shares pursuant to Section 5(b) hereof.
Subject only to Section 5.14(i) of the Declaration, nothing contained in this
Section 9 or in any other provision of the Series B Preferred Shares shall limit
the authority of the Trustees to take such other action as they deem necessary
or advisable to protect the Trust and the interests of the shareholders by
preservation of the Trust's status as a REIT for federal income tax purposes.
The provisions of subsections (f) through (i) of Section 5.14 of the Declaration
shall be applicable to this Section 9 as though (i) the references therein to
Section 5.14 of the Declaration referred instead to this Section 9 and (ii) the
references therein to subsections of Section 5.14 of the Declaration referred to
the comparable provisions of this Section 9.

     10.  Severability. If any preference, right, voting power, restriction,
limitation as to dividends or other distributions, qualification, term or
condition of redemption or other term of the Series B Preferred Shares is
invalid, unlawful or incapable of being enforced by reason of any rule of law or
public policy, then, to the extent permitted by law, all other preferences,
rights,

                                      -11-
<Page>

voting powers, restrictions, limitations as to dividends or other distributions,
qualifications, terms and conditions of redemption and other terms of the Series
B Preferred Shares which can be given effect without the invalid, unlawful or
unenforceable preference, right, voting power, restriction, limitation as to
dividends or other distributions, qualification, term or condition of redemption
or other term of the Series B Preferred Shares shall remain in full force and
effect and shall not be deemed dependent upon any invalid, unlawful or
unenforceable preference, right, voting power, restriction, limitation as to
dividends or other distributions, qualification, term or condition of redemption
or other term of the Series B Preferred Shares.

     THIRD: The Series B Preferred Shares have been classified and designated by
the Board of Trustees under the authority contained in the Declaration.

     FOURTH: These Articles Supplementary have been approved by the Board of
Trustees in the manner and by the vote required by law.

     FIFTH: The undersigned Executive Vice President of the Trust acknowledges
these Articles Supplementary to be the trust act of the Trust and, as to all
matters or facts required to be verified under oath, the undersigned Executive
Vice President acknowledges that, to the best of his knowledge, information and
belief, these matters and facts are true in all material respects and this
statement is made under the penalties for perjury.

                  (Remainder of Page Intentionally Left Blank)

                                      -12-

<Page>

     IN WITNESS WHEREOF, HOSPITALITY PROPERTIES TRUST has caused these Articles
Supplementary to be signed in its name and on its behalf by its Executive Vice
President and witnessed by its Secretary on December 9, 2002.

WITNESS:                                HOSPITALITY PROPERTIES TRUST


/s/ John G. Murray                      By: /s/ Thomas M. O'Brien
John G. Murray                              Thomas M. O'Brien
Secretary                                   Executive Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.6
<SEQUENCE>4
<FILENAME>a2106714zex-3_6.txt
<DESCRIPTION>EXHIBIT 3.6
<TEXT>
<Page>

                                                                     EXHIBIT 3.6

                    ----------------------------------------

                          HOSPITALITY PROPERTIES TRUST

                                   ----------

                           AMENDED AND RESTATED BYLAWS

                                   ----------

                     As Amended and Restated March 18, 2003

                    ----------------------------------------

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                      PAGE
                                                                                                      ----
<S>                                                                                                     <C>
ARTICLE I      OFFICES...................................................................................1
               Section 1.1.    Principal Office..........................................................1
               Section 1.2.    Additional Offices........................................................1

ARTICLE II     MEETINGS OF SHAREHOLDERS..................................................................1
               Section 2.1.    Place.....................................................................1
               Section 2.2.    Annual Meeting............................................................1
               Section 2.3.    Special Meetings..........................................................1
               Section 2.4.    Notice of Regular or Special Meetings.....................................1
               Section 2.5.    Notice of Adjourned Meetings..............................................2
               Section 2.6.    Scope of Notice...........................................................2
               Section 2.7.    Organization of Shareholder Meetings......................................2
               Section 2.8.    Quorum....................................................................3
               Section 2.9.    Voting....................................................................3
               Section 2.10.   Proxies...................................................................3
               Section 2.11.   Voting Rights.............................................................3
               Section 2.12.   Voting of Shares by Certain Holders.......................................3
               Section 2.13.   Inspectors................................................................4
               Section 2.14.   Reports to Shareholders...................................................4
               Section 2.15.   Nominations and Proposals to be Considered
                                 at Meeting of  Shareholders.............................................4
               Section 2.15.1  Annual Meetings of Shareholders...........................................5
               Section 2.15.2  Shareholder Nominations or Proposals Causing
                                 Covenant Breaches.......................................................7
               Section 2.15.3  Shareholder Nominations or Proposals Requiring Regulatory
               Notice, Consent or Approval...............................................................7
               Section 2.15.4  Special Meetings of Shareholders..........................................7
               Section 2.15.5  General...................................................................8
               Section 2.16.   No Shareholder Actions by Written Consent.................................8
               Section 2.17.   Voting by Ballot..........................................................9

ARTICLE III    TRUSTEES..................................................................................9
               Section 3.1.    General Powers; Qualifications; Trustees Holding Over.....................9
               Section 3.2.    Independent Trustees......................................................9
               Section 3.3.    Managing Trustees.........................................................9
               Section 3.4.    Number and Tenure.........................................................9
               Section 3.5.    Annual and Regular Meetings...............................................9
               Section 3.6.    Special Meetings..........................................................9
               Section 3.7.    Notice....................................................................9
               Section 3.8.    Quorum...................................................................10
               Section 3.9.    Voting...................................................................10
               Section 3.10.   Telephone Meetings.......................................................10
</Table>

                                        i
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                      PAGE
                                                                                                      ----
<S>                                                                                                     <C>
               Section 3.11.   Informal Action by Trustees..............................................10
               Section 3.12.   Waiver of Notice.........................................................10
               Section 3.13.   Vacancies................................................................11
               Section 3.14.   Compensation; Financial Assistance.......................................11
               Section 3.14.1  Compensation.............................................................11
               Section 3.14.2  Financial Assistance to Trustees.........................................11
               Section 3.15.   Removal of Trustees......................................................11
               Section 3.16.   Loss of Deposits.........................................................11
               Section 3.17.   Surety Bonds.............................................................11
               Section 3.18.   Reliance.................................................................11
               Section 3.19.   Interested Trustee Transactions..........................................12
               Section 3.20.   Qualifying Shares Not Required...........................................12
               Section 3.21.   Certain Rights of Trustees, Officers, Employees and Agents...............12
               Section 3.22.   Certain Transactions.....................................................12

ARTICLE IV     COMMITTEES...............................................................................12
               Section 4.1.    Number; Tenure and Qualifications........................................12
               Section 4.2.    Powers...................................................................12
               Section 4.3.    Meetings.................................................................12
               Section 4.4.    Telephone Meetings.......................................................13
               Section 4.5.    Informal Action by Committees............................................13
               Section 4.6.    Vacancies................................................................13

ARTICLE V      OFFICERS.................................................................................13
               Section 5.1.    General Provisions.......................................................13
               Section 5.2.    Removal and Resignation..................................................13
               Section 5.3.    Vacancies................................................................14
               Section 5.4.    Chief Executive Officer..................................................14
               Section 5.5.    Chief Operating Officer..................................................14
               Section 5.6.    Chief Financial Officer..................................................14
               Section 5.7.    Chairman and Vice Chairman of the Board..................................14
               Section 5.8.    President................................................................14
               Section 5.9.    Vice Presidents..........................................................14
               Section 5.10.   Secretary................................................................15
               Section 5.11.   Treasurer................................................................15
               Section 5.12.   Assistant Secretaries and Assistant Treasurers...........................15

ARTICLE VI     CONTRACTS, LOANS, CHECKS AND DEPOSITS....................................................15
               Section 6.1.    Contracts................................................................15
               Section 6.2.    Checks and Drafts........................................................15
               Section 6.3.    Deposits.................................................................16

ARTICLE VII    SHARES...................................................................................16
               Section 7.1.    Certificates.............................................................16
</Table>

                                       ii
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                      PAGE
                                                                                                      ----
<S>                                                                                                     <C>
               Section 7.2.    Transfers................................................................16
               Section 7.3.    Replacement Certificate..................................................16
               Section 7.4.    Closing of Transfer Books or Fixing of Record Date.......................16
               Section 7.5.    Share Ledger.............................................................17
               Section 7.6.    Fractional Shares; Issuance of Units.....................................17

ARTICLE VIII   FISCAL YEAR..............................................................................17

ARTICLE IX     DISTRIBUTIONS............................................................................17
               Section 9.1.    Authorization............................................................17
               Section 9.2.    Contingencies............................................................18

ARTICLE X      SEAL.....................................................................................18
               Section 10.1.   Seal.....................................................................18
               Section 10.2.   Affixing Seal............................................................18

ARTICLE XI     WAIVER OF NOTICE.........................................................................18

ARTICLE XII    THE ADVISOR..............................................................................18
               Section 12.1.   Employment of Advisor....................................................18
               Section 12.2.   Other Activities of Advisor..............................................19

ARTICLE XIII   AMENDMENT OF BYLAWS......................................................................19

ARTICLE XIV    MISCELLANEOUS............................................................................20
               Section 14.1.   References to Declaration of Trust.......................................20
               Section 14.2.   Inspection of Bylaws.....................................................20
               Section 14.3.   Election to be Subject to Part of Title 3, Subtitle 8....................20
</Table>

                                       iii
<Page>

                          HOSPITALITY PROPERTIES TRUST

                           AMENDED AND RESTATED BYLAWS

                                    ARTICLE I

                                     OFFICES

     Section 1.1.   PRINCIPAL OFFICE. The principal office of the Trust shall be
located at such place or places as the Board of Trustees may designate.

     Section 1.2.   ADDITIONAL OFFICES. The Trust may have additional offices at
such places as the Board of Trustees may from time to time determine or the
business of the Trust may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     Section 2.1.   PLACE. All meetings of shareholders shall be held at the
principal office of the Trust or at such other place within the United States as
is designated by the Trustees or the chairman of the board or president, given
either before or after the meeting and filed with the secretary of the Trust.

     Section 2.2.   ANNUAL MEETING. An annual meeting of the shareholders for
the election of Trustees and the transaction of any business within the powers
of the Trust shall be held within six months after the end of each fiscal year.
Failure to hold an annual meeting does not invalidate the Trust's existence or
affect any otherwise valid acts of the Trust.

     Section 2.3.   SPECIAL MEETINGS. Special meetings of shareholders may be
called only by a majority of the Trustees. If there shall be no Trustees, the
officers of the Trust shall promptly call a special meeting of the shareholders
entitled to vote for the election of successor Trustees. No business shall be
transacted by the shareholders at a special meeting other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Trustees (or any duly authorized committee
thereof) or (b) otherwise properly brought before the shareholders by or at the
direction of the Trustees.

     Section 2.4.   NOTICE OF REGULAR OR SPECIAL MEETINGS. Written notice
specifying the place, day and hour of any regular or special meeting, the
purposes of the meeting, and all other matters required by law shall be given to
each shareholder of record entitled to vote, either personally or by sending a
copy thereof by mail, telegraph or telecopier, charges prepaid, to his address
appearing on the books of the Trust or theretofore given by him to the Trust for
the purpose of notice or, if no address appears or has been given, addressed to
the place where the principal office of the Trust is situated. If mailed, such
notice shall be deemed to be given once deposited in the U.S. mail addressed to
the shareholder at his post office address as it appears on the records of the
Trust, with postage thereon prepaid. It shall be the duty of the secretary to
give notice of each Annual Meeting of the Shareholders at least fifteen (15)
days and not more

<Page>

than sixty (60) days before the date on which it is to be held. Whenever an
officer has been duly requested by the Trustees to call a special meeting of
shareholders, it shall be his duty to fix the date and hour thereof, which date
shall be not less than twenty (20) days and not more than sixty (60) days after
the receipt of such request, and to give notice of such special meeting within
ten (10) days after receipt of such request.

     Section 2.5.   NOTICE OF ADJOURNED MEETINGS. It shall not be necessary to
give notice of the time and place of any adjourned meeting or of the business to
be transacted thereat other than by announcement at the meeting at which such
adjournment is taken, except that when a meeting is adjourned for more than 120
days after the original record date, notice of the adjourned meeting shall be
given as in the case of an original meeting.

     Section 2.6.   SCOPE OF NOTICE. No business shall be transacted at an
annual or special meeting of shareholders except as specifically designated in
the notice or otherwise properly brought before the shareholders by or at the
direction of the Trustees.

     Section 2.7.   ORGANIZATION OF SHAREHOLDER MEETINGS. Every meeting of
shareholders shall be conducted by an individual appointed by the Trustees to be
chairperson of the meeting or, in the absence of such appointment or the absence
of the appointed individual, by the chairman of the board or, in the case of a
vacancy in the office or absence of the chairman of the board, by one of the
following officers present at the meeting: the vice chairman of the board, if
there be one, the president, the vice presidents in their order of rank and
seniority or, in the absence of such officers, a chairperson chosen by the
shareholders by the vote of holders of shares of beneficial interest
representing a majority of the votes cast by shareholders present in person or
represented by proxy. The secretary or, in the secretary's absence, an assistant
secretary or, in the absence of both the secretary and any and all assistant
secretaries, a person appointed by the Trustees or, in the absence of such
appointment, a person appointed by the chairperson of the meeting shall act as
secretary of the meeting and record the minutes of the meeting. If the secretary
presides as chairperson at a meeting of the shareholders, then the secretary
shall not also act as secretary of the meeting and record the minutes of the
meeting. The order of business and all other matters of procedure at any meeting
of shareholders shall be determined by the chairperson of the meeting. The
chairperson of the meeting may prescribe such rules, regulations and procedures
and take such action as, in the discretion of such chairperson, are appropriate
for the proper conduct of the meeting, including, without limitation: (a)
restricting admission to the time set for the commencement of the meeting; (b)
limiting attendance at the meeting to shareholders of record of the Trust, their
duly authorized proxies or other such persons as the chairperson of the meeting
may determine; (c) limiting participation at the meeting on any matter to
shareholders of record of the Trust entitled to vote on such matter, their duly
authorized proxies or other such persons as the chairperson of the meeting may
determine; (d) limiting the time allotted to questions or comments by
participants; (e) maintaining order and security at the meeting; (f) removing
any shareholder or other person who refuses to comply with meeting procedures,
rules or guidelines as set forth by the chairperson of the meeting; and (g)
recessing or adjourning the meeting to a later date and time and place announced
at the meeting. Unless otherwise determined by the chairperson of the meeting,
meetings of shareholders shall not be required to be held in accordance with the
rules of parliamentary procedure or any established rules of order.

                                       -2-
<Page>

     Section 2.8.   QUORUM. At any meeting of shareholders, the presence in
person or by proxy of shareholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this section
shall not affect any requirement under any statute or the Declaration of Trust
for the vote necessary for the adoption of any measure. If, however, such quorum
shall not be present at any meeting of the shareholders, the shareholders
entitled to vote at such meeting, present in person or by proxy, shall have the
power to adjourn the meeting from time to time to a date not more than 120 days
after the original record date. At such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.

     Section 2.9.   VOTING. At all elections of Trustees, voting by shareholders
shall be conducted under the non-cumulative method and the election of Trustees
shall be by the affirmative vote of the holders of shares representing a
majority of the total number of votes authorized to be cast by shares then
outstanding and entitled to vote thereon. A majority of the votes cast at a
meeting of shareholders duly called and at which a quorum is present shall be
sufficient to approve any other matter which may properly come before the
meeting, unless more than a majority of the votes cast is required herein or by
statute or by the Declaration of Trust.

     Section 2.10.  PROXIES. A shareholder may cast the votes entitled to be
cast by him either in person or by proxy executed by the shareholder or by his
duly authorized agent in any manner permitted by law. Such proxy shall be filed
with such officer of the Trust as the Trustees shall have designated for such
purpose for verification prior to such meeting. Any proxy relating to the
Trust's shares of beneficial interest shall be valid until the expiration date
therein or, if no expiration is so indicated, for such period as is permitted
pursuant to Maryland law. At a meeting of shareholders, all questions concerning
the qualification of voters, the validity of proxies, and the acceptance or
rejection of votes, shall be decided by the secretary of the meeting, unless
inspectors of election are appointed pursuant to Section 2.13, in which event
such inspectors shall pass upon all questions and shall have all other duties
specified in said section.

     Section 2.11.  VOTING RIGHTS. The Board of Trustees shall fix the date for
determination of shareholders entitled to vote at a meeting of shareholders. If
no date is fixed for the determination of the shareholders entitled to vote at
any meeting of shareholders, only persons in whose names shares entitled to vote
stand on the share records of the Trust at the opening of business on the day of
any meeting of shareholders shall be entitled to vote at such meeting.

     Section 2.12.  VOTING OF SHARES BY CERTAIN HOLDERS. Shares of the Trust
registered in the name of a corporation, partnership, trust or other entity, if
entitled to be voted, may be voted by the president or a vice president, a
general partner or trustee thereof, as the case may be, or a proxy appointed by
any of the foregoing individuals, unless some other person who has been
appointed to vote such shares pursuant to a bylaw or a resolution of the
governing board of such corporation or other entity or pursuant to an agreement
of the partners of the partnership presents a certified copy of such bylaw,
resolution or agreement, in which case such person may vote such shares. Any
trustee or other fiduciary may vote shares registered in his name as such
fiduciary, either in person or by proxy.

                                       -3-
<Page>

     Shares of the Trust directly or indirectly owned by it shall not be voted
at any meeting and shall not be counted in determining the total number of
outstanding shares entitled to be voted at any given time, unless they are held
by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given time.

     The Trustees may adopt by resolution a procedure by which a shareholder may
certify in writing to the Trust that any shares registered in the name of the
shareholder are held for the account of a specified person other than the
shareholder. The resolution shall set forth the class of shareholders who may
make the certification, the purpose for which the certification may be made, the
form of certification and the information to be contained in it; if the
certification is with respect to a record date or closing of the share transfer
books, the time after the record date or closing of the share transfer books
within which the certification must be received by the Trust; and any other
provisions with respect to the procedure which the Trustees consider necessary
or desirable. On receipt of such certification, the person specified in the
certification shall be regarded as, for the purposes set forth in the
certification, the shareholder of record of the specified shares in place of the
shareholder who makes the certification.

     Section 2.13.  INSPECTORS. At any meeting of shareholders, the chairperson
of the meeting may appoint one or more persons as inspectors for such meeting.
Such inspectors shall ascertain and report the number of shares represented at
the meeting based upon their determination of the validity and effect of
proxies, count all votes, report the results and perform such other acts as are
proper to conduct the election and voting at the meeting.

     Each report of an inspector shall be in writing and signed by him or by a
majority of them if there is more than one inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be PRIMA
FACIE evidence thereof.

     Section 2.14.  REPORTS TO SHAREHOLDERS. The Trustees shall submit to the
shareholders at or before the annual meeting of shareholders a report of the
business and operations of the Trust during such fiscal year containing
financial statements of the Trust, accompanied by the report of an independent
certified public accountant, and such further information as the Trustees may
determine is required pursuant to any law or regulation to which the Trust is
subject. Within the earlier of twenty (20) days after the annual meeting of
shareholders or 120 days after the end of the fiscal year of the Trust, the
Trustees shall place the annual report on file at the principal office of the
Trust and with any governmental agencies as may be required by law and as the
Trustees may deem appropriate.

     Section 2.15.  NOMINATIONS AND PROPOSALS TO BE CONSIDERED AT MEETING OF
SHAREHOLDERS. Nominations of persons for election to the Board of Trustees and
the proposal of other business to be considered by the shareholders at an annual
or special meeting of shareholders may be properly brought before the meeting
only as set forth in this Section 2.15. All judgments and determinations made by
the Board of Trustees or the chairperson of the meeting, as applicable, under
this Section 2.15 (including without limitation judgments as to whether any
matter or thing

                                       -4-
<Page>

is satisfactory to the Board of Trustees and determinations as to the propriety
of a proposed nomination or a proposal of other business) shall be made in good
faith.

          Section 2.15.1.  ANNUAL MEETINGS OF SHAREHOLDERS.

          (a)  Nominations of persons for election to the Board of Trustees and
the proposal of other business to be considered by the shareholders at an annual
meeting of shareholders may be properly brought before the meeting (i) pursuant
to the Trust's notice of meeting by or at the direction of the Trustees or (ii)
by any shareholder of the Trust who is a shareholder of record both at the time
of giving of notice provided for in this Section 2.15.1 and at the time of the
annual meeting, who is entitled to vote at the meeting and who complies with the
terms and provisions set forth in this Section 2.15.

          (b)  For nominations for election to the Board of Trustees or other
business to be properly brought before an annual meeting by a shareholder
pursuant to Section 2.15.1(a)(ii), the shareholder must have given timely notice
thereof in writing to the secretary of the Trust and such other business must
otherwise be a proper matter for action by shareholders. To be timely, a
shareholder's notice shall set forth all information required under this
Section 2.15 and shall be delivered to the secretary at the principal executive
offices of the Trust not later than the close of business on the 90th day nor
earlier than the 120th day prior to the first anniversary of the date of mailing
of the notice for the preceding year's annual meeting; provided, however, that
in the event that the date of mailing of the notice for the annual meeting is
advanced or delayed by more than 30 days from the anniversary date of the date
of mailing of the notice for the preceding year's annual meeting, notice by the
shareholder to be timely must be so delivered not earlier than the 120th day
prior to the date of mailing of the notice for such annual meeting and not later
than the close of business on the later of: (i) the 90th day prior to the date
of mailing of the notice for such annual meeting or (ii) the 10th day following
the day on which public announcement of the date of mailing of the notice for
such meeting is first made by the Trust. In no event shall the public
announcement of a postponement of the mailing of the notice for such annual
meeting or of an adjournment or postponement of an annual meeting to a later
date or time commence a new time period for the giving of a shareholder's notice
as described above.

     A shareholder's notice shall set forth:

               (A) as to each person whom the shareholder proposes to
          nominate for election or reelection as a Trustee, (1) such
          person's name, age, business address and residence address,
          (2) the class, series and number of shares of beneficial
          interest of the Trust that are beneficially owned or owned
          of record by such person, (3) the date such shares were
          acquired and the investment intent of such acquisition, (4)
          the record of all purchases and sales of securities of the
          Trust by such person during the previous 12 month period
          including the date of the transactions, the class, series
          and number of securities involved in the transactions and
          the consideration involved and (5) all other information
          relating to such person that is required to be disclosed in
          solicitations of proxies for election of Trustees in an
          election contest (even if an election contest is not
          involved), or is

                                       -5-
<Page>

          otherwise required, in each case pursuant to Regulation 14A
          (or any successor provision) under the Securities Exchange
          Act of 1934, as amended (the "Exchange Act"), including such
          person's written consent to being named in the proxy
          statement as a nominee and to serve as a Trustee if elected;

               (B) as to any other business that the shareholder
          proposes to bring before the meeting, a description of such
          business, the reasons for proposing such business at the
          meeting and any material interest in such business of such
          shareholder and any Shareholder Associated Person (as
          defined below), including any anticipated benefit therefrom;

               (C) as to the shareholder giving the notice and any
          Shareholder Associated Person, the class, series and number
          of shares of the Trust which are owned of record by such
          shareholder and by such Shareholder Associated Person, if
          any, and the class, series and number of, and the nominee
          holder for, shares owned beneficially but not of record by
          such shareholder and by any such Shareholder Associated
          Person;

               (D) as to the shareholder giving the notice and any
          Shareholder Associated Person, the name and address of such
          shareholder, as they appear on the Trust's share ledger and
          current name and address, if different, of such Shareholder
          Associated Person;

               (E) as to the shareholder giving the notice and any
          Shareholder Associated Person, the record of all purchases
          and sales of securities of the Trust by such shareholder or
          Shareholder Associated Person during the previous 12 month
          period including the date of the transactions, the class,
          series and number of securities involved in the transactions
          and the consideration involved; and

               (F) to the extent known by the shareholder giving the
          notice, the name and address of any other shareholder
          supporting the nominee for election or reelection as a
          Trustee or the proposal of other business on the date of
          such shareholder's notice.

          (c)  Notwithstanding anything in the second sentence of
Section 2.15.1(b) to the contrary, in the event that the number of Trustees to
be elected to the Board of Trustees is increased and there is no public
announcement of such action at least 130 days prior to the first anniversary of
the date of mailing of notice for the preceding year's annual meeting, a
shareholder's notice required by this Section 2.15.1 also shall be considered
timely, but only with respect to nominees for any new positions created by such
increase, if the notice is delivered to the secretary at the principal executive
offices of the Trust not later than the close of business on the 10th day
immediately following the day on which such public announcement is first made by
the Trust.

                                       -6-
<Page>

          (d)  For purposes of this Section 2.15, "Shareholder Associated
Person" of any shareholder shall mean (i) any person controlling, directly or
indirectly, or acting in concert with, such shareholder, (ii) any beneficial
owner of shares of beneficial interest of the Trust owned of record or
beneficially by such shareholder and (iii) any person controlling, controlled by
or under common control with such shareholder or Shareholder Associated Person.

          Section 2.15.2.  SHAREHOLDER NOMINATIONS OR PROPOSALS CAUSING COVENANT
BREACHES. At the same time as or prior to the submission of any shareholder
nomination or proposal of business to be considered at an annual or special
meeting that, if approved and implemented by the Trust, would cause the Trust to
be in breach of any covenant of the Trust in any existing or proposed debt
instrument or agreement of the Trust, the proponent shareholder or shareholders
must submit to the secretary of the Trust at the principal executive offices of
the Trust (a) evidence satisfactory to the Board of Trustees of the lender's or
contracting party's willingness to waive the breach of covenant or (b) a plan
for repayment of the indebtedness to the lender or correcting the contractual
default, specifically identifying the actions to be taken or the source of funds
to be used in the repayment, which plan must be satisfactory to the Board of
Trustees in its discretion.

          Section 2.15.3.  SHAREHOLDER NOMINATIONS OR PROPOSALS REQUIRING
REGULATORY NOTICE, CONSENT OR APPROVAL. At the same time or prior to the
submission of any shareholder nominations or proposal of business to be
considered at an annual or special meeting that, if approved, could not be
implemented by the Trust without notifying or obtaining the consent or approval
of any federal, state, municipal or other regulatory body, the proponent
shareholder or shareholders must submit to the secretary of the Trust at the
principal executive offices of the Trust (a) evidence satisfactory to the Board
of Trustees that any and all required notices, consents or approvals have been
given or obtained or (b) a plan, for making the requisite notices or obtaining
the requisite consents or approvals, as applicable, prior to the implementation
of the proposal or election, which plan must be satisfactory to the Board of
Trustees in it discretion.

          Section 2.15.4.  SPECIAL MEETINGS OF SHAREHOLDERS. As set forth in
Section 2.6, only business brought before the meeting pursuant to a proper
notice of meeting shall be conducted at a special meeting of shareholders.
Nominations of persons for election to the Board of Trustees only may be made at
a special meeting of shareholders at which Trustees are to be elected: (a)
pursuant to the Trust's notice of meeting by or at the direction of the Board of
Trustees; or (b) provided that the Board of Trustees has determined that
Trustees shall be elected at such special meeting, by any shareholder of the
Trust who is a shareholder of record both at the time of giving of notice
provided for in this Section 2.15.4 and at the time of the special meeting, who
is entitled to vote at the meeting and who complies with the notice procedures
set forth in this Section 2.15.4. In the event the Trust calls a special meeting
of shareholders for the purpose of electing one or more Trustees to the Board of
Trustees, any such shareholder may nominate a person or persons (as the case may
be) for election to such position as specified in the Trust's notice of meeting,
if the shareholder's notice contains the information required by
Section 2.15.1(b) and the shareholder has given timely notice thereof in writing
to the secretary of the Trust at the principal executive offices of the Trust.
To be timely, a shareholder's notice shall be delivered to the secretary of the
Trust at the principal executive offices of the Trust not earlier than the 120th
day prior to such special meeting and not later than the close of business on
the later of (i) the 90th day prior to such special meeting or (ii) the 10th day
following the day on

                                       -7-
<Page>

which public announcement is first made of the date of the special meeting and
of the nominees proposed by the Trustees to be elected at such meeting. In no
event shall the public announcement of a postponement or adjournment of a
special meeting to a later date or time commence a new time period for the
giving of a shareholder's notice as described above.

          Section 2.15.5.  GENERAL.

          (a)  Upon written request by the secretary or the Board of Trustees or
any committee thereof, any shareholder proposing a nominee for election as a
Trustee or any proposal for other business at a meeting of shareholders shall
provide, within three business days of delivery of such request (or such other
period as may be specified in such request), written verification, satisfactory
to the secretary or the Board or any committee thereof, in his, her or its sole
discretion, of the accuracy of any information submitted by the shareholder
pursuant to this Section 2.15. If a shareholder fails to provide such written
verification within such period, the secretary or the Board of Trustees or any
committee thereof may treat the information as to which written verification was
requested as not having been provided in accordance with the procedures set
forth in this Section 2.15.

          (b)  Only such persons who are nominated in accordance with the
procedures set forth in this Section 2.15 shall be eligible to serve as Trustees
and only such business as shall have been brought before the meeting in
accordance with the procedures set forth in this Section 2.15 shall be
transacted at a meeting of shareholders. The chairperson of the meeting shall
have the power and duty to determine whether a nomination or any other business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with this Section 2.15 and, if any proposed nomination or
other business is not in compliance with this Section 2.15, to declare that such
defective nomination or proposal be disregarded.

          (c)  For purposes of this Section 2.15, (i) the "date of mailing of
the notice" shall mean the date of the proxy statement for the solicitation of
proxies for the election of Trustees and (ii) "public announcement" shall mean
disclosure in (A) a press release reported by the Dow Jones News Service,
Associated Press or comparable news service or (B) a document publicly filed by
the Trust with the United States Securities and Exchange Commission pursuant to
the Exchange Act.

          (d)  Notwithstanding the foregoing provisions of this Bylaw, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in Sections 2.15 through 2.15.5. Nothing in this Section 2.15 shall be deemed to
require that a shareholder nomination of a person for election to the Board of
Trustees or a shareholder proposal relating to other business be included in the
Trust's proxy statement except as may be required by law.

     Section 2.16.  NO SHAREHOLDER ACTIONS BY WRITTEN CONSENT. Shareholders
shall not be authorized or permitted to take any action required or permitted to
be taken at a meeting of shareholders by written consent, and may take such
action only at an annual or special meeting as provided by Maryland law, the
Declaration of Trust and hereby.

                                       -8-
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     Section 2.17.  VOTING BY BALLOT.  Voting on any question or in any election
may be VIVA VOCE unless the presiding officer of the meeting or any shareholder
shall demand that voting be by ballot.

                                   ARTICLE III

                                    TRUSTEES

     Section 3.1.   GENERAL POWERS; QUALIFICATIONS; TRUSTEES HOLDING OVER. The
business and affairs of the Trust shall be managed under the direction of its
Board of Trustees. A Trustee shall be an individual at least twenty-one (21)
years of age who is not under legal disability. In case of failure to elect
Trustees at an annual meeting of the shareholders, the Trustees holding over
shall continue to direct the management of the business and affairs of the Trust
until their successors are elected and qualify.

     Section 3.2.   INDEPENDENT TRUSTEES. A majority of the Trustees holding
office shall at all times be Independent Trustees (as defined below); PROVIDED,
HOWEVER, that upon a failure to comply with this requirement as a result of the
creation of a temporary vacancy which must be filled by an Independent Trustee,
whether as a result of enlargement of the Board of Trustees or the resignation,
removal or death of a Trustee who is an Independent Trustee, such requirement
shall not be applicable. An Independent Trustee is one who is not an employee of
the Advisor (as defined in Article XII), and who is not involved in the Trust's
day-to-day activities.

     Section 3.3.   MANAGING  TRUSTEES.  Any Trustee who is not an Independent
Trustee may be designated a Managing Trustee by the Board of Trustees.

     Section 3.4.   NUMBER AND TENURE. Pursuant to the Articles Supplementary
accepted for record by the State Department of Assessments and Taxation (the
"SDAT") as of May 16, 2000, the number of Trustees constituting the entire Board
of Trustees may be increased or decreased from time to time only by a vote of
the Trustees, provided however that the tenure of office of a Trustee shall not
be affected by any decrease in the number of Trustees.

     Section 3.5.   ANNUAL AND REGULAR MEETINGS. An annual meeting of the
Trustees shall be held immediately after and at the same place as the annual
meeting of shareholders, no notice other than this Bylaw being necessary. The
time and place of the annual meeting of the Trustees may be changed by the Board
of Trustees. The Trustees may provide, by resolution, the time and place, either
within or without the State of Maryland, for the holding of regular meetings of
the Trustees without other notice than such resolution.

     Section 3.6.   SPECIAL MEETINGS. Special meetings of the Trustees may be
called at any time by the chairman of the board, any Managing Trustee or the
president and shall be called by request of any two (2) Trustees then in office.
The person or persons authorized to call special meetings of the Trustees may
fix any place, either within or without the State of Maryland, as the place for
holding any special meeting of the Trustees called by them.

     Section 3.7.   NOTICE. Notice of any special meeting shall be given by
written notice delivered personally, telegraphed, delivered by electronic mail,
telephoned, facsimile-transmitted

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or mailed to each Trustee at his business or residence address. Personally
delivered, telegraphed, telephoned, facsimile-transmitted or electronically
mailed notices shall be given at least twenty-four (24) hours prior to the
meeting. Notice by mail shall be deposited in the U.S. mail at least seventy-two
(72) hours prior to the meeting. If mailed, such notice shall be deemed to be
given when deposited in the U.S. mail properly addressed, with postage thereon
prepaid. If given by telegram, such notice shall be deemed to be given when the
telegram is delivered to the telegraph company. Electronic mail notice shall be
deemed to be given upon transmission of the message to the electronic mail
address given to the Trust by the Trustee. Telephone notice shall be deemed
given when the Trustee is personally given such notice in a telephone call to
which he is a party. Facsimile-transmission notice shall be deemed given upon
completion of the transmission of the message to the number given to the Trust
by the Trustee and receipt of a completed answer-back indicating receipt.
Neither the business to be transacted at, nor the purpose of, any annual,
regular or special meeting of the Trustees need be stated in the notice, unless
specifically required by statute or these Bylaws.

     Section 3.8.   QUORUM. A majority of the Trustees shall constitute a quorum
for transaction of business at any meeting of the Trustees, provided that, if
less than a majority of such Trustees are present at a meeting, a majority of
the Trustees present may adjourn the meeting from time to time without further
notice, and provided further that if, pursuant to the Declaration of Trust or
these Bylaws, the vote of a majority of a particular group of Trustees is
required for action, a quorum for that action must also include a majority of
such group.

     The Trustees present at a meeting which has been duly called and convened
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough Trustees to leave less than a quorum.

     Section 3.9.   VOTING. The action of the majority of the Trustees present
at a meeting at which a quorum is present shall be the action of the Trustees,
unless the concurrence of a greater proportion is required for such action by
specific provision of an applicable statute, the Declaration of Trust or these
Bylaws.

     Section 3.10.  TELEPHONE MEETINGS. Trustees may participate in a meeting by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person at
the meeting. Such meeting shall be deemed to have been held at a place
designated by the Trustees at the meeting.

     Section 3.11.  INFORMAL ACTION BY TRUSTEES. Unless specifically otherwise
provided in the Declaration of Trust, any action required or permitted to be
taken at any meeting of the Trustees may be taken without a meeting, if a
majority of the Trustees shall individually or collectively consent in writing
to such action. Such written consent or consents shall be filed with the records
of the Trust and shall have the same force and effect as the affirmative vote of
such Trustees at a duly held meeting of the Trustees at which a quorum was
present.

     Section 3.12.  WAIVER OF NOTICE. The actions taken at any meeting of the
Trustees, however called and noticed or wherever held, shall be as valid as
though taken at a meeting duly held after regular call and notice if a quorum is
present and if, either before or after the meeting,

                                      -10-
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each of the Trustees not present signs a written waiver of notice, a consent to
the holding of such meeting or an approval of the minutes thereof. All such
waivers, consents or approvals shall be lodged with the Trust records or made a
part of the minutes of the meeting.

     Section 3.13.  VACANCIES. Pursuant to the Articles Supplementary accepted
for record by the SDAT as of May 16, 2000, if for any reason any or all the
Trustees cease to be Trustees, such event shall not terminate the Trust or
affect these Bylaws or the powers of the remaining Trustees hereunder (even if
fewer than three (3) Trustees remain). Any vacancy on the Board of Trustees may
be filled only by a majority of the remaining Trustees, even if the remaining
Trustees do not constitute a quorum. Any Trustee elected to fill a vacancy shall
hold office for the remainder of the full term of the class of Trustees in which
the vacancy occurred and until a successor is elected and qualifies.

     Section 3.14.  COMPENSATION; FINANCIAL ASSISTANCE.

          Section 3.14.1.  COMPENSATION. The Trustees shall be entitled to
receive such reasonable compensation for their services as Trustees as the
Trustees may determine from time to time. Trustees may be reimbursed for
expenses of attendance, if any, at each annual, regular or special meeting of
the Trustees or of any committee thereof; and for their expenses, if any, in
connection with each property visit and any other service or activity performed
or engaged in as Trustee. The Trustees shall be entitled to receive remuneration
for services rendered to the Trust in any other capacity, and such services may
include, without limitation, services as an officer of the Trust, services as an
employee of the Advisor, legal, accounting or other professional services, or
services as a broker, transfer agent or underwriter, whether performed by a
Trustee or any person affiliated with a Trustee.

          Section 3.14.2.  FINANCIAL ASSISTANCE TO TRUSTEES. The Trust may lend
money to, guarantee an obligation of or otherwise assist a Trustee or a trustee
of its direct or indirect subsidiary. The loan, guarantee or other assistance
may be with or without interest, unsecured or secured in any manner that the
Board of Trustees approves, including by a pledge of shares.

     Section 3.15.  REMOVAL OF TRUSTEES. The shareholders may, at any time,
remove any Trustee in the manner provided in the Declaration of Trust.

     Section 3.16. LOSS OF DEPOSITS. No Trustee shall be liable for any loss
which may occur by reason of the failure of the bank, trust company, savings and
loan association or other institution with whom moneys or shares have been
deposited.

     Section 3.17.  SURETY BONDS. Unless specifically required by law, no
Trustee shall be obligated to give any bond or surety or other security for the
performance of any of his duties.

     Section 3.18.  RELIANCE. Each Trustee, officer, employee and agent of the
Trust shall, in the performance of his duties with respect to the Trust, be
fully justified and protected with regard to any act or failure to act in
reliance in good faith upon the books of account or other records of the Trust,
upon an opinion of counsel or upon reports made to the Trust by any of its
officers or employees or by the Advisor, accountants, appraisers or other
experts or consultants

                                      -11-
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selected by the Trustees or officers of the Trust, regardless of whether such
counsel or expert may also be a Trustee.

     Section 3.19.  INTERESTED TRUSTEE TRANSACTIONS. Section 2-419 of the
Maryland General Corporation Law shall be available for and apply to any
contract or other transaction between the Trust and any of its Trustees or
between the Trust and any other trust, corporation, firm or other entity in
which any of its Trustees is a trustee or director or has a material financial
interest.

     Section 3.20.  QUALIFYING SHARES NOT REQUIRED. Trustees need not be
shareholders of the Trust.

     Section 3.21.  CERTAIN RIGHTS OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS.
The Trustees shall have no responsibility to devote their full time to the
affairs of the Trust. Any Trustee or officer, employee or agent of the Trust, in
his personal capacity or in a capacity as an affiliate, employee or agent of any
other person, or otherwise, may have business interests and engage in business
activities similar or in addition to those of or relating to the Trust.

     Section 3.22.  CERTAIN TRANSACTIONS. Notwithstanding any other provision in
the Bylaws, no determination shall be made by the Trustees nor shall any
transaction be entered into by the Trust that would cause any shares or other
beneficial interest in the Trust not to constitute "transferable shares" or
"transferable certificates of beneficial interest" under Section 856(a)(2) of
the Internal Revenue Code of 1986, as amended (the "Code"), or which would cause
any distribution to constitute a preferential dividend as described in
Section 562(c) of the Code.

                                   ARTICLE IV

                                   COMMITTEES

     Section 4.1.   NUMBER; TENURE AND QUALIFICATIONS. The Board of Trustees may
appoint an audit committee and other committees, composed of one (1) or more
members, at least one (1) of which shall be a Trustee, to serve at the pleasure
of the Board of Trustees.

     Section 4.2.   POWERS. The Trustees may delegate any of the powers of the
Trustees to committees appointed under Section 4.1 and composed solely of
Trustees, except as prohibited by law.

     Section 4.3.   MEETINGS. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint another Trustee to act in the place of such
absent member. Notice of committee meetings shall be given in the same manner as
notice for special meetings of the Board of Trustees.

     One-third, but not less than one, of the members of any committee shall be
present in person at any meeting of such committee in order to constitute a
quorum for the transaction of business at such meeting, and the act of a
majority present at a meeting at the time of such vote if a quorum is then
present shall be the act of such committee. The Board of Trustees may designate
a chairman of any committee, and such chairman or, in the absence of a chairman,
any two members of any committee (if there are at least two members of the
committee) may fix the time and place of its meetings unless the Board shall
otherwise provide. In the absence or

                                      -12-
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disqualification of any member of any such committee, the members thereof
present at any meeting and not disqualified from voting, whether or not they
constitute a quorum, may unanimously appoint another Trustee to act at the
meeting in the place of such absent or disqualified members.

     Each committee shall keep minutes of its proceedings and shall report the
same to the Board of Trustees at the next succeeding meeting, and any action by
the committee shall be subject to revision and alteration by the Board of
Trustees, provided that no rights of third persons shall be affected by any such
revision or alteration.

     Section 4.4.   TELEPHONE MEETINGS. Members of a committee of the Trustees
may participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.

     Section 4.5.   INFORMAL ACTION BY COMMITTEES. Any action required or
permitted to be taken at any meeting of a committee of the Trustees may be taken
without a meeting, if a consent in writing to such action is signed by each
member of the committee and such written consent is filed with the minutes of
proceedings of such committee.

     Section 4.6.   VACANCIES. Subject to the provisions hereof, the Board of
Trustees shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.

                                    ARTICLE V

                                    OFFICERS

     Section 5.1.   GENERAL PROVISIONS. The officers of the Trust shall include
a president, a secretary and a treasurer and may include a chairman of the
board, a vice chairman of the board, a chief executive officer, a chief
operating officer, a chief financial officer, one or more vice presidents, one
or more assistant secretaries and one or more assistant treasurers. In addition,
the Trustees may from time to time appoint such other officers with such powers
and duties as they shall deem necessary or desirable. The officers of the Trust
shall be elected annually by the Trustees at the first meeting of the Trustees
held after each annual meeting of shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until his
successor is elected and qualifies or until his death, resignation or removal in
the manner hereinafter provided. Any two or more offices except president and
vice president may be held by the same person. In their discretion, the Trustees
may leave unfilled any office except that of president and secretary. Election
of an officer or agent shall not of itself create contract rights between the
Trust and such officer or agent.

     Section 5.2.   REMOVAL AND RESIGNATION. Any officer or agent of the Trust
may be removed by the Trustees if in their judgment the best interests of the
Trust would be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person

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so removed. Any officer of the Trust may resign at any time by giving written
notice of his resignation to the Trustees, the chairman of the board, the
president or the secretary. Any resignation shall take effect at any time
subsequent to the time specified therein or, if the time when it shall become
effective is not specified therein, immediately upon its receipt. The acceptance
of a resignation shall not be necessary to make it effective unless otherwise
stated in the resignation. Such resignation shall be without prejudice to the
contract rights, if any, of the Trust.

     Section 5.3.   VACANCIES. A vacancy in any office may be filled by the
Trustees for the balance of the term.

     Section 5.4.   CHIEF EXECUTIVE OFFICER. The Trustees may designate a chief
executive officer from among the elected officers. The chief executive officer
shall have responsibility for implementation of the policies of the Trust, as
determined by the Trustees, and for the administration of the business affairs
of the Trust. In the absence of both the chairman and vice chairman of the
board, the chief executive officer shall preside over the meetings of the
Trustees at which he shall be present. The Managing Trustees, or any of them,
may be designated to function as the chief executive officer of the Trust.

     Section 5.5.   CHIEF OPERATING OFFICER. The Trustees may designate a chief
operating officer from among the elected officers. Said officer will have the
responsibilities and duties as set forth by the Trustees or the chief executive
officer.

     Section 5.6.   CHIEF FINANCIAL OFFICER. The Trustees may designate a chief
financial officer from among the elected officers. Said officer will have the
responsibilities and duties as set forth by the Trustees or the chief executive
officer.

     Section 5.7.   CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The chairman of the
board, if any, shall in general oversee all of the business and affairs of the
Trust. In the absence of the chairman of the board, the vice chairman of the
board, if any, shall preside at such meetings at which he shall be present. The
chairman and the vice chairman of the board, if any, may execute any deed,
mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Trustees or by these
Bylaws to some other officer or agent of the Trust or shall be required by law
to be otherwise executed. The chairman of the board and the vice chairman of the
board, if any, shall perform such other duties as may be assigned to him or them
by the Trustees. In the absence of a chairman and vice chairman of the board or
if none are appointed, the Managing Trustees, or either of them, shall perform
all duties and have all power and authority assigned to the chairman under these
Bylaws.

     Section 5.8.   PRESIDENT. The president may execute any deed, mortgage,
bond, contract or other instrument, except in cases where the execution thereof
shall be expressly delegated by the Trustees or by these Bylaws to some other
officer or agent of the Trust or shall be required by law to be otherwise
executed; and in general shall perform all duties incident to the office of
president and such other duties as may be prescribed by the Trustees from time
to time.

     Section 5.9.   VICE PRESIDENTS. In the absence of the president or in the
event of a vacancy in such office, the vice president (or in the event there be
more than one vice president,

                                      -14-
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the vice presidents in the order designated at the time of their election or, in
the absence of any designation, then in the order of their election) shall
perform the duties of the president and when so acting shall have all the powers
of and be subject to all the restrictions upon the president; and shall perform
such other duties as from time to time may be assigned to him by the president
or by the Trustees. The Trustees may designate one or more vice presidents as
executive vice president, senior vice president or as vice president for
particular areas of responsibility.

     Section 5.10.  SECRETARY. The secretary shall (a) keep the minutes of the
proceedings of the shareholders, the Trustees and committees of the Trustees in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the Trust records and of the seal of the Trust; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) maintain at the principal office of
the Trust a share register, showing the ownership and transfers of ownership of
all shares of the Trust, unless a transfer agent is employed to maintain and
does maintain such a share register; and (f) in general perform such other
duties as from time to time may be assigned to him by the chief executive
officer, the president or the Trustees.

     Section 5.11.  TREASURER. The treasurer shall have the custody of the funds
and securities of the Trust and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Trust and shall deposit all
moneys and other valuable effects in the name and to the credit of the Trust in
such depositories as may be designated by the Trustees.

     He shall disburse the funds of the Trust as may be ordered by the Trustees,
taking proper vouchers for such disbursements, and shall render to the president
and Trustees, at the regular meetings of the Trustees or whenever they may
require it, an account of all his transactions as treasurer and of the financial
condition of the Trust.

     Section 5.12.  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The assistant secretaries and assistant treasurers, in general, shall perform
such duties as shall be assigned to them by the secretary or treasurer,
respectively, or by the president or the Trustees. The assistant treasurers
shall, if required by the Trustees, give bonds for the faithful performance of
their duties in such sums and with such surety or sureties as shall be
satisfactory to the Trustees.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 6.1.   CONTRACTS. The Trustees may authorize any officer or agent
to enter into any contract or to execute and deliver any instrument in the name
of and on behalf of the Trust and such authority may be general or confined to
specific instances. Any agreement, deed, mortgage, lease or other document
executed by one or more of the Trustees or by an authorized person shall be
valid and binding upon the Trustees and upon the Trust when authorized or
ratified by action of the Trustees.

     Section 6.2.   CHECKS AND DRAFTS. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Trust shall be signed

                                      -15-
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by such officer or agent of the Trust in such manner as shall from time to time
be determined by the treasurer or by the Trustees.

     Section 6.3.   DEPOSITS. All funds of the Trust not otherwise employed
shall be deposited from time to time to the credit of the Trust in such banks,
trust companies or other depositories as the treasurer or the Trustees may
designate.

                                   ARTICLE VII

                                     SHARES

     Section 7.1.   CERTIFICATES. Ownership of shares shall be evidenced by
certificates, as described in Section 5.2 of the Declaration of Trust. Such
certificates shall be signed by the chief executive officer, the president or a
vice president and countersigned by the secretary or an assistant secretary or
the treasurer or an assistant treasurer and may be sealed with the seal, if any,
of the Trust. Certificates shall be consecutively numbered; and if the Trust
shall from time to time issue several classes of shares, each class may have its
own number series. A certificate is valid and may be issued whether or not an
officer who signed it is still an officer when it is issued.

     Section 7.2.   TRANSFERS.

            (a)     Certificates shall be treated as negotiable and title
thereto and to the shares they represent shall be transferred, as described in
Sections 5.2 and 5.6 of the Declaration of Trust.

            (b)     The Trust shall be entitled to treat the holder of record of
any share or shares as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided in these Bylaws or by the
laws of the State of Maryland.

            (c)     Notwithstanding the foregoing, transfers of shares of
beneficial interest of the Trust will be subject in all respects to the
Declaration of Trust and all of the terms and conditions contained therein.

     Section 7.3.   REPLACEMENT CERTIFICATE. Any officer designated by the
Trustees may direct a new certificate to be issued in place of any certificate
previously issued by the Trust alleged to have been lost, stolen or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate to be lost, stolen or destroyed. When authorizing the issuance of a
new certificate, an officer designated by the Trustees may, in his discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or the owner's legal representative to
advertise the same in such manner as he shall require and/or to give bond, with
sufficient surety, to the Trust to indemnify it against any loss or claim which
may arise as a result of the issuance of a new certificate.

     Section 7.4.   CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

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            (a)     The Trustees may set, in advance, a record date for the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or determining shareholders entitled to receive payment
of any dividend or the allotment of any other rights, or in order to make a
determination of shareholders for any other proper purpose.

            (b)     In lieu of fixing a record date, the Trustees may provide
that the share transfer books shall be closed for a stated period but not longer
than twenty (20) days. If the share transfer books are closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days before the
date of such meeting.

            (c)     If no record date is fixed and the share transfer books are
not closed for the determination of shareholders, (i) the record date for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day on which the notice of
meeting is mailed or the 30th day before the meeting, whichever is the closer
date to the meeting; and (ii) the record date for the determination of
shareholders entitled to receive payment of a dividend or an allotment of any
other rights shall be the close of business on the day on which the resolution
of the Trustees, declaring the dividend or allotment of rights, is adopted.

            (d)     When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

     Section 7.5.   SHARE LEDGER. The Trust shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent a share
ledger containing the name and address of each shareholder and the number of
shares of each class held by such shareholder.

     Section 7.6.   FRACTIONAL SHARES; ISSUANCE OF UNITS. The Trustees may issue
fractional shares or provide for the issuance of scrip, as described in
Section 5.3 of the Declaration of Trust.

                                  ARTICLE VIII

                                   FISCAL YEAR

     The fiscal year of the Trust shall be the calendar year.

                                   ARTICLE IX

                                  DISTRIBUTIONS

     Section 9.1.   AUTHORIZATION. Dividends and other distributions upon the
shares of beneficial interest of the Trust may be authorized and declared by the
Trustees, subject to the provisions of law and the Declaration of Trust.
Dividends and other distributions may be paid in cash, property or shares of the
Trust, subject to the provisions of law and the Declaration of Trust.

                                      -17-
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     Section 9.2.   CONTINGENCIES. Before payment of any dividends or other
distributions, there may be set aside out of any funds of the Trust available
for dividends or other distributions such sum or sums as the Trustees may from
time to time, in their absolute discretion, think proper as a reserve fund for
contingencies or for any other purpose as the Trustees shall determine to be in
the best interest of the Trust, and the Trustees may modify or abolish any such
reserve in the manner in which it was created.

                                    ARTICLE X

                                      SEAL

     Section 10.1.  SEAL. The Trustees may authorize the adoption of a seal by
the Trust. The seal shall have inscribed thereon the name of the Trust and the
year of its formation. The Trustees may authorize one or more duplicate seals
and provide for the custody thereof.

     Section 10.2.  AFFIXING SEAL. Whenever the Trust is permitted or required
to affix its seal to a document, it shall be sufficient to meet the requirements
of any law, rule or regulation relating to a seal to place the word "(SEAL)"
adjacent to the signature of the person authorized to execute the document on
behalf of the Trust.

                                   ARTICLE XI

                                WAIVER OF NOTICE

     Whenever any notice is required to be given pursuant to the Declaration of
Trust, these Bylaws or applicable law, a waiver thereof in writing, signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. Neither
the business to be transacted at nor the purpose of any meeting need be set
forth in the waiver of notice, unless specifically required by statute. The
attendance of any person at any meeting shall constitute a waiver of notice of
such meeting, except where such person attends a meeting for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.

                                   ARTICLE XII

                                   THE ADVISOR

     Section 12.1.  EMPLOYMENT OF ADVISOR. The Trustees are not and shall not be
required personally to conduct the business of the Trust, and the Trustees shall
have the power to appoint, employ or contract with any person (including one or
more of themselves or any corporation, partnership, or trust in which one or
more of them may be Trustees, officers, shareholders, partners or trustees) as
the Trustees may deem necessary or proper for the transaction of the business of
the Trust. The Trustees may therefore employ or contract with such person
(herein referred to as the "Advisor") and may grant or delegate such authority
to the Advisor as the Trustees may in their sole discretion deem necessary or
desirable without regard to whether such authority is normally granted or
delegated by boards of trustees or boards of directors of business corporations.
The Advisor shall be required to use its best efforts to supervise the operation
of

                                      -18-
<Page>

the Trust in a manner consistent with the investment policies and objectives of
the Trust as established from time to time by the Trustees.

     The Trustees shall have the power to determine the terms and compensation
of the Advisor or any other person whom it may cause the Trust to employ or with
whom it may cause the Trust to contract for advisory services. The Trustees may
exercise broad discretion in allowing the Advisor to administer and regulate the
operations of the Trust, to act as agent for the Trust, to execute documents on
behalf of the Trustees and to make executive decisions which conform to general
policies and general principles previously established by the Trustees.

     Section 12.2.  OTHER ACTIVITIES OF ADVISOR. The Advisor shall not be
required to administer the Trust as its sole and exclusive function and may have
other business interests and may engage in other activities similar or in
addition to those relating to the Trust, including the rendering of advice or
services of any kind to other investors or any other persons (including other
real estate investment trusts) and the management of other investments. The
Trustees may request the Advisor to engage in certain other activities which
complement the Trust's investments, and the Advisor may receive compensation or
commissions therefor from the Trust or other persons.

     Neither the Advisor nor any affiliate of the Advisor shall be obligated to
present any particular investment opportunities to the Trust, even if such
opportunities are of a character such that, if presented to the Trust, they
could be taken by the Trust, and, subject to the foregoing, each of them shall
be protected in taking for its own account or recommending to others any such
particular investment opportunity.

     Notwithstanding the foregoing, the Advisor shall be required to use its
best efforts to present the Trust with a continuing and suitable program
consistent with the investment policies and objectives of the Trust and with
investments which are representative of, comparable with and on similar terms as
investments being made by Affiliates of the Advisor, or by the Advisor for its
own account or for the account of any person for whom the Advisor is providing
advisory services. In addition, the Advisor shall be required to, upon the
request of any Trustee, promptly furnish the Trustees with such information on a
confidential basis as to any investments within the investment policies of the
Trust made by Affiliates of the Advisor or by the Advisor for its own account or
for the account of any person for whom the Advisor is providing advisory
services.

                                  ARTICLE XIII

                               AMENDMENT OF BYLAWS

     Except for any change for which the Declaration or these Bylaws requires
approval by more than a majority vote of the Trustees, these Bylaws may be
amended or repealed or new or additional Bylaws may be adopted only by the vote
or written consent of a majority of the Trustees.

                                      -19-
<Page>

                                   ARTICLE XIV

                                  MISCELLANEOUS

     Section 14.1.  REFERENCES TO DECLARATION OF TRUST. All references to the
Declaration of Trust shall include any amendments thereto.

     Section 14.2.  INSPECTION OF BYLAWS. The Trustees shall keep at the
principal office for the transaction of business of the Trust the original or a
copy of the Bylaws as amended or otherwise altered to date, certified by the
secretary, which shall be open to inspection by the shareholders at all
reasonable times during office hours.

     Section 14.3.  ELECTION TO BE SUBJECT TO PART OF TITLE 3, SUBTITLE 8.
Notwithstanding any other provision contained in the Declaration of Trust or
these Bylaws, the Trust hereby elects to be subject to Section 3-804(b) and (c)
of Title 3, Subtitle 8 of the Corporations and Associations Article of the
Annotated Code of Maryland (or any successor statute). This Section 14.3 only
may be repealed, in whole or in part, by a subsequent amendment to these Bylaws.

                                      -20-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.10
<SEQUENCE>5
<FILENAME>a2106714zex-4_10.txt
<DESCRIPTION>EXHIBIT 4.10
<TEXT>
<Page>

                                                                  EXHIBIT 4.10

                          SUPPLEMENTAL INDENTURE NO. 7

                                 by and between

                          HOSPITALITY PROPERTIES TRUST

                                       and

                         U.S. BANK NATIONAL ASSOCIATION

                                   as Trustee

                             as of January 24, 2003


           SUPPLEMENTAL TO THE INDENTURE DATED AS OF FEBRUARY 25, 1998


                      ------------------------------------


                          HOSPITALITY PROPERTIES TRUST

                    6 3/4% Senior Notes due February 15, 2013

<Page>

     This SUPPLEMENTAL INDENTURE NO. 7 (this "Supplemental Indenture") made and
entered into as of January 24, 2003 between HOSPITALITY PROPERTIES TRUST, a
Maryland real estate investment trust (the "Company"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association (and successor to State Street Bank
and Trust Company ("State Street") in its capacity as Trustee), as Trustee (the
"Trustee").

                                WITNESSETH THAT:

     WHEREAS, the Company and State Street have executed and delivered an
Indenture, dated as of February 25, 1998 (the "Indenture"), relating to the
Company's issuance, from time to time, of various series of debt securities; and

     WHEREAS, U.S. Bank National Association has acquired and succeeded to
substantially all of the corporate trust business of State Street, and, being
eligible to serve as trustee under the Indenture, has succeeded to State Street
as Trustee under the Indenture; and

     WHEREAS, the Company has determined to issue debt securities known as its
6 3/4% Senior Notes due February 15, 2013; and

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

     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

                                    ARTICLE 1

                                  DEFINED TERMS

     Section 1.1 The following definitions supplement, and, to the extent
inconsistent with, replace the definitions in Section 101 of the Indenture:

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

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

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

<Page>

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

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

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

     "Disqualified Stock" means, with respect to any Person, any Capital Stock
of such Person which by the terms of such Capital Stock (or by the terms of any
security into which it is convertible or for which it is exchangeable or
exercisable), upon the happening of any event or otherwise (i) matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or

                                        2
<Page>

otherwise (other than Capital Stock which is redeemable solely in exchange for
common stock or shares), (ii) is convertible into or exchangeable or exercisable
for Debt or Disqualified Stock, or (iii) is redeemable at the option of the
holder thereof, in whole or in part (other than Capital Stock which is
redeemable solely in exchange for common stock or shares), in each case on or
prior to the stated maturity of the Notes.

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

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

     "Make-Whole Amount" means, in connection with any optional redemption or
accelerated payment of any Notes prior to August 15, 2012, the excess, if any,
of (i) the aggregate present value as of the date of such redemption or
accelerated payment of each dollar of principal being redeemed or paid and the
amount of interest (exclusive of interest accrued to the date of redemption or
accelerated payment) that would have been payable in respect of such dollar if
such redemption or accelerated payment had been made on August 15, 2012,
determined by discounting, on a semiannual basis, such principal and interest at
the Reinvestment Rate (determined on the third Business Day preceding the date
such notice of redemption is given or declaration of acceleration is made) from
the respective dates on which such principal and interest would have been
payable if such redemption or accelerated payment had been made on August 15,
2012, over (ii) the aggregate principal amount of the Notes being redeemed or
paid. In the case of any redemption or accelerated payment of notes on or after
August 15, 2012, the Make-Whole Amount means zero. For purposes of this
Supplemental Indenture and the Notes, references in the Indenture to the payment
of the principal (and premium, if any) and interest on the Notes shall be deemed
to include the payment of the Make-Whole Amount, if any, due upon redemption
with respect to the Notes. The Make-Whole Amount shall be calculated by the
Company and set forth in an Officer's Certificate delivered to the Trustee, and
the Trustee shall be entitled to rely on said Officer's Certificate.

     "Notes" means the Company's 6 3/4% Senior Notes due February 15, 2013,
issued under this Supplemental Indenture and the Indenture, as amended or
supplemented from time to time.

     "Reinvestment Rate" means a rate per annum equal to the sum of 0.50% (fifty
one hundredths of one percent) plus the yield on treasury securities at constant
maturity under the heading "Week Ending" published in the Statistical Release
under the caption "Treasury Constant Maturities" for the maturity (rounded to
the nearest month) corresponding to the remaining life to maturity (which, the
case of maturities corresponding to the principal and interest due on the notes
at their maturity, shall be deemed to be August 15, 2012), as of the payment
date of the principal being redeemed or paid. If no maturity exactly corresponds
to such maturity, yields for the two published maturities most closely
corresponding to such maturity shall be calculated pursuant to the immediately
preceding sentence and the Reinvestment Rate shall be interpolated or
extrapolated from such yields on a straight-line basis,

                                        3
<Page>

rounding in each of such relevant periods to the nearest month. For purposes of
calculating the Reinvestment Rate, the most recent Statistical Release published
prior to the date of determination of the Make-Whole Amount shall be used.

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

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

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

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

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

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

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

                                    ARTICLE 2

                               TERMS OF THE NOTES

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

                                        4
<Page>

     (a)    Title; Limitation on Aggregate Principal Amount; Form of Notes. The
Notes shall be Registered Securities under the Indenture and shall be known as
the Company's "6 3/4% Senior Notes due February 15, 2013." The aggregate
principal amount of Notes which may be authenticated and delivered under this
Indenture Supplement shall not, except as permitted by the provisions of the
Indenture, exceed $175,000,000 provided that the Company may, without the
consent of the holders of the Notes, reopen this series and issue additional
Notes under the Indenture and this Indenture Supplement in addition to the
$175,000,000 of Notes authorized as of the date hereof. The Notes (together with
the Trustee's certificate of authentication) shall be substantially in the form
of Exhibit A hereto, which is hereby incorporated in and made a part of this
Supplemental Indenture.

     The Notes will be issued in the form of one or more registered global
securities without coupons ("Global Notes") which will be deposited with, or on
behalf of, The Depository Trust Company ("DTC"), and registered in the name of
DTC's nominee, Cede & Co. Except under the circumstance described below, the
Notes will not be issuable in definitive form. Unless and until it is exchanged
in whole or in part for the individual notes represented thereby, a Global Note
may not be transferred except as a whole by DTC to a nominee of DTC or by a
nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee of DTC
to a successor depositary or any nominee of such successor.

     So long as DTC or its nominee is the registered owner of a Global Note, DTC
or such nominee, as the case may be, will be considered the sole owner or holder
of the Notes represented by such Global Note for all purposes under this
Supplemental Indenture. Except as described below, owners of beneficial interest
in Notes evidenced by a Global Note will not be entitled to have any of the
individual Notes represented by such Global Note registered in their names, will
not receive or be entitled to receive physical delivery of any such Notes in
definitive form and will not be considered the owners or holders thereof under
the Indenture or this Supplemental Indenture.

     If DTC is at any time unwilling, unable or ineligible to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue individual Notes in exchange for the Global Note or
Global Notes representing such Notes. In addition, the Company may at any time
and in its sole discretion, subject to certain limitations set forth in the
Indenture, determine not to have any of such Notes represented by one or more
Global Notes and, in such event, will issue individual Notes in exchange for the
Global Note or Global Notes representing the Notes. Individual Notes so issued
will be issued in denominations of $1,000 and integral multiples thereof.

     (b)    Interest and Interest Rate. The Notes will bear interest at a rate
of 6 3/4% per annum, from January 24, 2003 (or, in the case of Notes issued upon
the reopening of this series of Notes, from the date designated by the Company
in connection with such reopening) or from the immediately preceding Interest
Payment Date to which interest has been paid or duly provided for, payable
semi-annually in arrears on February 15 and August 15 of each year, commencing
August 15, 2003 or if such day is not a Business Day (as defined in the
Indenture), on the next succeeding Business Day (each of which shall be an
"Interest Payment Date"), to the Persons in

                                        5
<Page>

whose names the Notes are registered in the Security Register at the close of
business on the day falling 14 calendar days immediately preceding the
applicable interest payment date (whether or not a Business Day), as the case
may be (each, a "Regular Record Date").

     (c)    Principal Repayment; Currency. The stated maturity of the Notes is
February 15, 2013, provided, however, the Notes may be earlier redeemed at the
option of the Company as provided in paragraph (d) below. The principal of each
Note payable on its maturity date shall be paid against presentation and
surrender thereof at the Corporate Trust Office of the Trustee, located
initially at Two Avenue de Lafayette, Boston, Massachusetts 02111, in such coin
or currency of the United States of America as at the time of payment is legal
tender for the payment of public or private debts. The Company will not pay
Additional Amounts (as defined in the Indenture) on the Notes.

     (d)    Redemption at the Option of the Company. The Notes will be subject
to redemption at any time at the option of the Company, in whole or in part,
upon not less than 30 nor more than 60 days' notice to each Holder of Notes to
be redeemed at its address appearing in the Security Register, at a price equal
to the sum of (i) the principal amount of the Notes being redeemed, plus accrued
and unpaid interest to but excluding the applicable Redemption Date, plus (ii)
the Make-Whole Amount, if any. If the notes are redeemed on or after August 15,
2012, the redemption price will not include the Make-Whole Amount.

     (e)    Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Company shall be directed
to it at 400 Centre Street, Newton, Massachusetts 02458, Attention: President;
notices to the Trustee shall be directed to it at Two Avenue de Lafayette,
Boston, Massachusetts 02111, Attention: Corporate Trust Department, Re:
Hospitality Properties Trust 6 3/4% Senior Notes due February 15, 2013, or as to
either party, at such other address as shall be designated by such party in a
written notice to the other party.

     (f)    Global Note Legend. Each Global Note shall bear the following legend
on the face thereof:

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

                                        6
<Page>

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

                                    ARTICLE 3

                              ADDITIONAL COVENANTS

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

     (a)    Limitations on Incurrence of Debt.

     (i)    The Company will not, and will not permit any Subsidiary to, incur
any Debt if, immediately after giving effect to the incurrence of such
additional Debt and the application of the proceeds thereof, the aggregate
principal amount of all outstanding Debt of the Company and its Subsidiaries on
a consolidated basis determined in accordance with GAAP is greater than 60% of
the sum ("Adjusted Total Assets") of (without duplication) (i) the Total Assets
of the Company and its Subsidiaries as of the end of the calendar quarter
covered in the Company's Annual Report on Form 10-K, or the Quarterly Report on
Form 10-Q, as the case may be, most recently filed with the Securities and
Exchange Commission (or, if such filing is not permitted under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with the Trustee) prior
to the incurrence of such additional Debt and (ii) the purchase price of any
real estate assets or mortgages receivable acquired, and the amount of any
securities offering proceeds received (to the extent that such proceeds were not
used to acquire real estate assets or mortgages receivable or used to reduce
Debt), by the Company or any Subsidiary since the end of such calendar quarter,
including those proceeds obtained in connection with the incurrence of such
additional Debt.

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

     (iii)  In addition to the foregoing limitations on the incurrence of Debt,
the Company will not, and will not permit any Subsidiary to, incur any Debt if
the ratio of Consolidated Income Available for Debt Service to the Annual Debt
Service for the four consecutive fiscal quarters most recently ended prior to
the date on which such additional Debt is to be incurred shall have been less
than 1.5x, on a pro forma basis after giving effect thereto and to the
application of the proceeds therefrom, and calculated on the assumption that (i)
such Debt and any other Debt incurred by the Company and its Subsidiaries since
the first day of such four-quarter period and the application of the proceeds
therefrom, including to refinance other Debt, had occurred at the beginning of
such period; (ii) the repayment or retirement of any other Debt by the Company
and its Subsidiaries since the first date of such four-quarter period had been
repaid or retired at the

                                        7
<Page>

beginning of such period (except that, in making such computation, the amount of
Debt under any revolving credit facility shall be computed based upon the
average daily balance of such Debt during such period); (iii) in the case of
Acquired Debt or Debt incurred in connection with any acquisition since the
first day of such four-quarter period, the related acquisition had occurred as
of the first day of such period with appropriate adjustments with respect to
such acquisition being included in such pro forma calculation; and (iv) in the
case of any acquisition or disposition by the Company or its Subsidiaries of any
asset or group of assets since the first day of such four-quarter period,
whether by merger, stock purchase or sale, or asset purchase or sale, such
acquisition or disposition or any related repayment of Debt had occurred as of
the first day of such period with the appropriate adjustments with respect to
such acquisition or disposition being included in such pro forma calculation. If
the Debt giving rise to the need to make the foregoing calculation or any other
Debt incurred after the first day of the relevant four-quarter period bears
interest at a floating rate then, for purposes of calculating the Annual Debt
Service, the interest rate on such Debt shall be computed on a pro forma basis
as if the average interest rate which would have been in effect during the
entire such four-quarter period had been the applicable rate for the entire such
period.

     (b)    Maintenance of Total Unencumbered Assets. The Company and its
Subsidiaries will maintain at all times Total Unencumbered Assets of not less
than 200% of the aggregate outstanding principal amount of the Unsecured Debt of
the Company and its Subsidiaries on a consolidated basis.

                                    ARTICLE 4

                          ADDITIONAL EVENTS OF DEFAULT

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

                                        8
<Page>

     Section 4.2 Notwithstanding any provisions to the contrary in the
Indenture, upon any acceleration of the Notes under Section 502 of the
Indenture, the amount immediately due and payable in respect of the Notes shall
equal the Outstanding principal amount thereof, plus accrued interest, plus, if
such acceleration occurs prior to August 15, 2012, the Make-Whole Amount.

                                    ARTICLE 5

                                  EFFECTIVENESS

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

                                    ARTICLE 6

                                  MISCELLANEOUS

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

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

     Section 6.3 This Supplemental Indenture shall be governed by and construed
in accordance with the laws of The Commonwealth of Massachusetts.

     Section 6.4 This Supplemental Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

                                        9
<Page>

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

                                        HOSPITALITY PROPERTIES TRUST


                                        By: /s/ John G. Murray
                                            Name: John G. Murray
                                            Title: President


                                        U.S. BANK NATIONAL ASSOCIATION, as
                                          Trustee


                                        By: /s/ Paul D. Allen
                                            Name:  Paul D. Allen
                                            Title: Vice President

                                       10
<Page>

                                                                       EXHIBIT A

                                 (Face of Note)

                    6 3/4% Senior Note due February 15, 2013

No.                                                                 $__________

                          HOSPITALITY PROPERTIES TRUST

promises to pay to _______________________________________ or registered
assigns, the principal sum of __________ ($_______) on February 15, 2013,
subject to the terms set forth on the reverse of this Note and the terms of the
Indenture referred to therein.

Interest Payment Dates:  February 15 and August 15,  commencing August 15, 2003.
Record  Dates:  the day falling 14 calendar  days prior to any Interest  Payment
Date.

CUSIP No:  _____________


                                        HOSPITALITY PROPERTIES TRUST


                                        By:
                                           ------------------------------
                                           Name:

                                           Title:

Dated:

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

U.S. BANK NATIONAL ASSOCIATION, as Trustee


By:
   ------------------------------
    Authorized Officer

                                       A-1
<Page>

             [THE FOLLOWING CONSTITUTES THE REVERSE OF THE SECURITY]

                          HOSPITALITY PROPERTIES TRUST

                    6 3/4% Senior Note due February 15, 2013

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

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

     The Company shall pay in cash interest on the principal amount of this Note
at the rate per annum of 6 3/4%. The Company will pay interest semi-annually in
arrears on February 15 and August 15 of each year, commencing on August 15, 2003
or if any such day is not a Business Day (as defined in the Indenture), on the
next succeeding Business Day (each an "Interest Payment Date"), to Holders of
record on the day falling 14 calendar days immediately preceding such Interest
Payment Date (whether or not a Business Day).

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

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

     3.     Indenture. The Company issued the Notes under an Indenture dated as
of February 25, 1998 and Supplemental Indenture No. 7 dated as of January 24,
2003 (collectively, the "Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
secs. 77aaa-77bbbb) as in effect on the date of the Indenture. The Notes are
subject to all such terms, and Holders of the Notes are referred to the
Indenture and such Act for a statement of such terms. The terms of the Indenture
shall govern any inconsistencies between the Indenture and the Notes. The Notes
are unsecured general obligations of the Company initially issued in an
aggregate principal amount of $175,000,000.

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

                                       A-2
<Page>

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

     As used herein the term "Make-Whole Amount" means, in connection with any
optional redemption or accelerated payment of any notes prior to August 15,
2012, the excess, if any, of (i) the aggregate present value as of the date of
such redemption or accelerated payment of each dollar of principal being
redeemed or paid and the amount of interest (exclusive of interest accrued to
the date of redemption or accelerated payment) that would have been payable in
respect of such dollar if such redemption or accelerated payment had been made
on August 15, 2012, determined by discounting, on a semiannual basis, such
principal and interest at the Reinvestment Rate (determined on the third
Business Day preceding the date such notice of redemption is given or
declaration of acceleration is made) from the respective dates on which such
principal and interest would have been payable if such redemption or accelerated
payment had been made on August 15, 2012, over (ii) the aggregate principal
amount of the Notes being redeemed or paid. In the case of any redemption or
accelerated payment of notes on or after August 15, 2012, the Make-Whole Amount
means zero. For purposes of the Indenture and the Notes, references in the
Indenture to the payment of the principal (and premium, if any) and interest on
the Notes shall be deemed to include the payment of the Make-Whole Amount, if
any, due upon redemption with respect to the Notes. The Make-Whole Amount shall
be calculated by the Company and set forth in an Officer's Certificate delivered
to the Trustee, and the Trustee shall be entitled to rely on said Officer's
Certificate.

     As used herein the term "Reinvestment Rate" means a rate per annum equal to
the sum of 0.50% (fifty one hundredths of one percent) plus the yield on
treasury securities at constant maturity under the heading "Week Ending"
published in the Statistical Release (as defined herein) under the caption
"Treasury Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity (which, in the case of
maturities corresponding to the principal and interest due on the notes at their
maturity, shall be deemed to be August 15, 2012), as of the payment date of the
principal being redeemed or paid. If no maturity exactly corresponds to such
maturity, yields for the two published maturities most closely corresponding to
such maturity shall be calculated pursuant to the immediately preceding sentence
and the Reinvestment Rate shall be interpolated or extrapolated from such yields
on a straight-line basis, rounding in each of such relevant periods to the
nearest month. For purposes of calculating the Reinvestment Rate, the most
recent Statistical Release published prior to the date of determination of the
Make-Whole Amount shall be used.

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

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

                                       A-3
<Page>

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

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

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

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

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

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

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

                                       A-4
<Page>

     13.    No Personal Liability. THE DECLARATION OF TRUST OF THE COMPANY,
AMENDED AND RESTATED ON AUGUST 21, 1995, A COPY OF WHICH, TOGETHER WITH ALL
AMENDMENTS THERETO (THE "DECLARATION"), IS DULY FILED IN THE OFFICE OF THE
DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT
THE NAME "HOSPITALITY PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE
DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND
THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE
HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR
CLAIM AGAINST, THE COMPANY. ALL PERSONS DEALING WITH THE COMPANY, IN ANY WAY,
SHALL LOOK ONLY TO THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION.

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

                          Hospitality Properties Trust
                          400 Centre Street
                          Newton, MA 02458
                          Telecopier No.:  (617) 964-8389
                          Attention: President

                                       A-5
<Page>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

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

Date:
      --------------

                                        Your Signature:

                                        ----------------------------------
                                        [Sign exactly as your name appears
                                        on the face of this Note]

Signature Guarantee:

-----------------------------
[The signature must be guaranteed
by an officer of a participant
in a recognized signature guarantee
program. Notarized or witnessed
signatures are not acceptable.]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>6
<FILENAME>a2106714zex-8_1.txt
<DESCRIPTION>EXHIBIT 8.1
<TEXT>
<Page>

                                                                     Exhibit 8.1


                                 March 28, 2003


Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts  02458

Ladies and Gentlemen:

     In connection with the filing by Hospitality Properties Trust, a Maryland
real estate investment trust (the "Company"), of its Annual Report on Form 10-K
for the year ended December 31, 2002 (the "Form 10-K"), under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the following opinion is
furnished to you to be filed with the Securities and Exchange Commission (the
"SEC") as Exhibit 8.1 to the Form 10-K.

     We have acted as counsel for the Company in connection with the preparation
of the Form 10-K, and we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of corporate records, certificates and
statements of officers and accountants of the Company and of public officials,
and such other documents as we have considered relevant and necessary in order
to furnish the opinion hereinafter set forth. In doing so, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such documents. Specifically,
and without limiting the generality of the foregoing, we have reviewed: (i) the
declaration of trust and the by-laws of the Company, each as amended and
restated; and (ii) the sections in the Form 10-K captioned "Federal Income Tax
Considerations" and "ERISA Plans, Keogh Plans and Individual Retirement
Accounts." With respect to all questions of fact on which the opinion set forth
below is based, we have assumed the accuracy and completeness of and have relied
on the information set forth in the Form 10-K and in the documents incorporated
therein by reference, and on representations made to us by officers of the
Company. We have not independently verified such information.

     The opinion set forth below is based upon the Internal Revenue Code of
1986, as amended, the Treasury Regulations issued thereunder, published
administrative interpretations

<Page>

Hospitality Properties Trust
March 28, 2003
Page 2

thereof, and judicial decisions with respect thereto, all as of the date hereof
(collectively, the "Tax Laws"), and upon the Employee Retirement Income Security
Act of 1974, as amended, the Department of Labor regulations issued thereunder,
published administrative interpretations thereof, and judicial decisions with
respect thereto, all as of the date hereof (collectively, the "ERISA Laws"). No
assurance can be given that the Tax Laws or the ERISA Laws will not change. In
preparing the discussions with respect to Tax Laws and ERISA Laws matters in the
sections of the Form 10-K captioned "Federal Income Tax Considerations" and
"ERISA Plans, Keogh Plans and Individual Retirement Accounts," we have made
certain assumptions and expressed certain conditions and qualifications therein,
all of which assumptions, conditions and qualifications are incorporated herein
by reference. With respect to all questions of fact on which our opinion is
based, we have assumed the initial and continuing truth, accuracy and
completeness of: (i) the information set forth in the Form 10-K and in the
documents incorporated therein by reference; and (ii) representations made to us
by officers of the Company or contained in the Form 10-K in each such instance
without regard to qualifications such as "to the best knowledge of" or "in the
belief of".

     We have relied upon, but not independently verified, the foregoing
assumptions. If any of the foregoing assumptions are inaccurate or incomplete
for any reason, or if the transactions described in the Form 10-K (or the
documents incorporated therein by reference) have been consummated in a manner
that is inconsistent with the manner contemplated therein, our opinion as
expressed below may be adversely affected and may not be relied upon.

     Based upon and subject to the foregoing, we are of the opinion that the
discussions with respect to Tax Laws and ERISA Laws matters in the sections of
the Form 10-K captioned "Federal Income Tax Considerations" and "ERISA Plans,
Keogh Plans and Individual Retirement Accounts," in all material respects are
accurate and fairly summarize the Tax Laws issues and the ERISA Laws issues
addressed therein, and hereby confirm that the opinions of counsel referred to
in said sections represent our opinions on the subject matter thereof.

     Our opinion above is limited to the matters specifically covered hereby,
and we have not been asked to address, nor have we addressed, any other matters
or any other transactions. Further, we disclaim any undertaking to advise you of
any subsequent changes of the matters stated, represented or assumed herein or
any subsequent changes in the Tax Laws or the ERISA Laws.

<Page>

Hospitality Properties Trust
March 28, 2003
Page 3


     This opinion is intended solely for the benefit and use of the Company, and
is not to be used, released, quoted, or relied upon by anyone else for any
purpose (other than as required by law) without our prior written consent. We
hereby consent to filing of a copy of this opinion as an exhibit to the Form
10-K, which is incorporated by reference in the Company's Registration
Statements on Form S-3 (File Nos. 333-43573, 333-89307, 333-84064) under the
Securities Act of 1933, as amended (the "Act"), and to the references to our
firm in the Form 10-K and such Registration Statements. In giving such consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Act or under the rules and
regulations of the SEC promulgated thereunder.

                                           Very truly yours,


                                           /s/ SULLIVAN & WORCESTER LLP
                                           SULLIVAN & WORCESTER LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>7
<FILENAME>a2106714zex-12_1.txt
<DESCRIPTION>EXHIBIT 12.1
<TEXT>
<Page>

                                                                    EXHIBIT 12.1

                          HOSPITALITY PROPERTIES TRUST
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                      (IN THOUSANDS, EXCEPT RATIO AMOUNTS)

<Table>
<Caption>
                                                                              Year Ended December 31,
                                                     ------------------------------------------------------------------------
                                                         2002           2001           2000           1999           1998
                                                     ------------   ------------   ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>            <C>            <C>
Net income Before Extraordinary Item                 $    143,802   $    131,956   $    126,271   $    111,929   $     87,982
Fixed Charges                                              42,424         41,312         37,682         37,352         21,751
                                                     ------------   ------------   ------------   ------------   ------------
Adjusted Earnings                                    $    186,226   $    173,268   $    163,953   $    149,281   $    109,733

Fixed Charges:
    Interest on indebtedness and amortization of
    deferred finance costs                           $     42,424   $     41,312   $     37,682   $     37,352   $     21,751

Ratio of Earnings to Fixed Charges                           4.39x          4.19x          4.35x          4.00x          5.04x
</Table>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.2
<SEQUENCE>8
<FILENAME>a2106714zex-12_2.txt
<DESCRIPTION>EXHIBIT 12.2
<TEXT>
<Page>

                                                                    EXHIBIT 12.2

                          HOSPITALITY PROPERTIES TRUST
    COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
                                  DISTRIBUTIONS
                      (IN THOUSANDS, EXCEPT RATIO AMOUNTS)

<Table>
<Caption>
                                                                              Year Ended December 31,
                                                     ------------------------------------------------------------------------
                                                         2002           2001           2000           1999           1998
                                                     ------------   ------------   ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>            <C>            <C>
Income Before Extraordinary Item                     $    143,802   $    131,956   $    126,271   $    111,929   $     87,982
Fixed Charges                                              42,424         41,312         37,682         37,352         21,751
                                                     ------------   ------------   ------------   ------------   ------------
Adjusted Earnings                                    $    186,226   $    173,268   $    163,953   $    149,281   $    109,733

Fixed Charges and Preferred Distributions:
    Interest on indebtedness and amortization of
    deferred finance costs                           $     42,424   $     41,312   $     37,682   $     37,352   $     21,751
    Preferred distributions                                 7,572          7,125          7,125          5,106
                                                     ------------   ------------   ------------   ------------   ------------
Total Combined Fixed Charges And Preferred
    Distributions                                    $     49,996   $     48,437   $     44,807   $     42,458   $     21,751

Ratio of Earnings to Combined Fixed Charges and
    Preferred Distributions                                  3.72x          3.58x          3.66x          3.52x          5.04x
</Table>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>9
<FILENAME>a2106714zex-21_1.txt
<DESCRIPTION>EXHIBIT 21.1
<TEXT>
<Page>

                                                                    EXHIBIT 21.1

                          HOSPITALITY PROPERTIES TRUST
                         SUBSIDIARIES OF THE REGISTRANT

HH HPTCW II Properties LLC (Delaware)
HH HPTCY Properties LLC (Delaware)
HH HPTMI III Properties LLC (Delaware)
HH HPTRI Properties LLC (Delaware)
HH HPT Suite Properties LLC (Delaware)
HH HPTWN Properties LLC (Delaware)
HPT CW Properties Trust (Maryland)
HPTCY Properties Trust (Maryland)
HPT HSD Properties Trust (Maryland)
HPTMI Hawaii, Inc. (Delaware)
HPTMI Properties Trust (Maryland)
HPTMI II Properties Trust (Maryland)
HPTRI Properties Trust (Maryland)
HPTSHC Properties Trust (Maryland)
HPT Smokey Mountain LLC (Delaware)
HPT Suite Properties Trust (Maryland)
HPTSY Properties Trust (Maryland)
HPT TRS, INC. (Delaware)
HPT TRS MI-135, INC. (Delaware)
HPTWN Properties Trust (Maryland)
HPTLA Properties Trust (Maryland)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>10
<FILENAME>a2106714zex-23_1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
<Page>

                                                                    EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements
(Form S - 3 Nos. 333-84064, 333-43573 and 333-89307) of Hospitality Properties
Trust and subsidiaries of our report dated February 18, 2003, with respect to
the consolidated financial statements and schedule of Hospitality Properties
Trust and subsidiaries included in this Annual Report (Form 10-K) for the year
ended December 31, 2002.


                                                       /s/ Ernst & Young LLP


Boston, Massachusetts
March 28, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>11
<FILENAME>a2106714zex-23_2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
<Page>

                                                                    EXHIBIT 23.2

                          Independent Auditors' Consent

The Members of
HMH HPT CBM LLC:

We consent to the incorporation on Form 10-K of Hospitality Properties Trust
of our report dated March 17, 2003, with respect to the balance sheet of HMH
HPT CBM LLC as of December 31, 2002 and the related statements of operations,
changes in member's equity, and cash flows for the year then ended, which
report appears in the December 31, 2002, annual report on Form 10-K of
Hospitality Properties Trust.


                                                   /s/ KPMG LLP

McLean, Virginia
March 28, 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2A
<SEQUENCE>12
<FILENAME>a2106714zex-23_2a.txt
<DESCRIPTION>EXHIBIT 23.2A
<TEXT>
<Page>

                                                              EXHIBIT 23.2.A

                          Independent Auditors' Consent

The Members of
CCMH Courtyard I LLC:

We consent to the incorporation on Form 10-K of Hospitality Properties Trust
of our report dated February 24, 2003, except for Note 6 to the financial
statements which is dated March 26, 2003, with respect to the balance sheet
of CCMH Courtyard I LLC as of January 3, 2002 and the related statements of
operations, changes in member's equity, and cash flows for the year then
ended, which report appears in the December 31, 2002, annual report on Form
10-K of Hospitality Properties Trust.

                                                   /s/ KPMG LLP

McLean, Virginia
March 28, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>13
<FILENAME>a2106714zex-23_3.txt
<DESCRIPTION>EXHIBIT 23.3
<TEXT>
<Page>

                                                                    EXHIBIT 23.3

NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

         The Company has not been able to obtain the consent of Arthur
Andersen LLP ("Arthur Andersen") to the incorporation by reference into the
Company's previously filed registration statements on Forms S-3 (File Nos.
333-84064, 333-43573 and 333-89307) (collectively, the "Registration
Statements") of the audit reports of Arthur Andersen included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002
(the "2002 Form 10-K") with respect to the financial statements of the
Company, HMH HPT CBM LLC (formerly HMH HPT Courtyard LLC) and CCMH Courtyard
I LLC for the years ended December 31, 2001 and 2000.

         Rule 437a under the Securities Act of 1933, as amended (the "Securities
Act"), permits the Company to file the 2002 Form 10-K without a written consent
from Arthur Andersen. Because Arthur Andersen has not consented to the
incorporation by reference of their audit reports in the 2002 Form 10-K into the
Registration Statements, purchasers of securities offered pursuant to the
Registration Statements on or after the filing of the 2002 Form 10-K will not be
able to recover against Arthur Andersen under Section 11(a) of the Securities
Act for any untrue statements of a material fact contained in the consolidated
financial statements audited by Arthur Andersen and incorporated by reference in
the Registration Statements, or, any omissions to state a material fact required
to be stated in those consolidated financial statements.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>14
<FILENAME>a2106714zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<Page>

                                                                Exhibit 99.1


                  Certification Required by 18 U.S.C. Sec. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)

               ---------------------------------------------------

         In connection with the filing by Hospitality Properties Trust (the
"Company") of the Annual Report on Form 10-K for the year ending December 31,
2002 (the "Report"), each of the undersigned hereby certifies, to the best of
his knowledge:

         1.     The Report fully complies with the requirements of Section 13(a)
                or 15(d) of the Securities Exchange Act of 1934, and

         2.     The information contained in the Report fairly presents, in all
                material respects, the financial condition and results of
                operations of the Company.


/s/ Barry M. Portnoy                              /s/ John G. Murray
--------------------------------------            ------------------------------
Barry M. Portnoy                                  John G. Murray
Managing Trustee                                  President and Chief
                                                  Operating Officer


/s/ Gerard M. Martin                              /s/ Mark L. Kleifges
--------------------------------------            ------------------------------
Gerard M. Martin                                  Mark L. Kleifges
Managing Trustee                                  Treasurer and Chief
                                                  Financial Officer

</TEXT>
</DOCUMENT>
</SUBMISSION>
