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                                                                    Exhibit 1.1



                                  $175,000,000


                          HOSPITALITY PROPERTIES TRUST
                    (A MARYLAND REAL ESTATE INVESTMENT TRUST)


                    6 3/4% SENIOR NOTES DUE FEBRUARY 15, 2013


                             UNDERWRITING AGREEMENT


                                                               January 16, 2003


CREDIT SUISSE FIRST BOSTON CORPORATION
WACHOVIA SECURITIES, INC.
BMO NESBITT BURNS CORP.
CIBC WORLD MARKETS CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
ING FINANCIAL MARKETS LLC
PNC CAPITAL MARKETS, INC.
SG COWEN SECURITIES CORPORATION
WELLS FARGO INVESTMENT SERVICES, LLC
   As Representatives of the Several Underwriters
     c/o Credit Suisse First Boston Corporation
           Eleven Madison Avenue
              New York, New York  10010-3629

Ladies and Gentlemen:

         Hospitality Properties Trust, a Maryland real estate investment trust
(the "Company"), confirms its agreement with Credit Suisse First Boston
Corporation ("CSFB"), Wachovia Securities, Inc., BMO Nesbitt Burns Corp., CIBC
World Markets Corp., Credit Lyonnais Securities (USA) Inc., ING Bank Financial
Markets LLC, PNC Capital Markets, Inc., SG Cowen Securities Corporation and
Wells Fargo Investment Services, LLC (collectively, the "Underwriters", which
term shall include any underwriter substituted as hereinafter provided in
Section 10 hereof), with respect to the sale by the Company and the purchase by
each such Underwriter, severally, of the principal amount of the Company's 6
3/4% Senior Notes due February 15, 2013 (the "Notes") set forth opposite the
name of each such Underwriter listed in Schedule A hereto at a purchase price of
98.746% of the principal amount of the Notes, plus accrued interest, if any,
from January 24, 2003. The Notes are to be issued pursuant to an indenture dated
as of February 25, 1998 and a supplemental indenture to be dated as of January
24, 2003 (together, the "Indenture"), each between the Company and U.S. Bank
National Association as successor trustee to State Street Bank and Trust Company
(the "Trustee").

         The Company has filed with the Securities and Exchange Commission (the
"Commission") registration statements on Form S-3 (Nos. 333-43573 and 333-84064)
for the registration of debt securities, preferred shares of beneficial
interest, depositary shares, common


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shares of beneficial interest and warrants under the Securities Act of 1933, as
amended (the "1933 Act"), and the offering thereof from time to time in
accordance with Rule 415 of the rules and regulations of the Commission under
the 1933 Act (the "1933 Act Regulations"). Such registration statements have
been declared effective by the Commission on January 15, 1998 and March 20,
2002, respectively, and the Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended (the "1939 Act"), and the Company has filed
such post-effective amendments thereto as may be required and each such
post-effective amendment has been declared effective by the Commission. Such
registration statements (as so amended, if applicable) are referred to herein as
the "Registration Statement"; and the final prospectus and the final prospectus
supplement relating to the offering of the Notes, in the form first furnished to
the Underwriters by the Company for use in connection with the offering of the
Notes, are collectively referred to herein as the "Prospectus"; provided,
however, that all references to the "Registration Statement" and the
"Prospectus" shall also be deemed to include all documents incorporated therein
by reference pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), prior to the date hereof; provided, further, that if the Company
files a registration statement with the Commission pursuant to Rule 462(b) of
the 1933 Act Regulations (the "Rule 462(b) Registration Statement"), then, after
such filing, all references to "Registration Statement" shall also be deemed to
include the Rule 462 Registration Statement. For purposes of this Underwriting
Agreement, all references to the Registration Statement and Prospectus, or to
any amendment or supplement to either of the foregoing shall be deemed to
include any copy filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR").

         All references in this Underwriting Agreement to financial statements
and schedules and other information which is "contained," "included" or "stated"
(or other references of like import) in the Registration Statement or the
Prospectus shall be deemed to mean and include all such financial statements and
schedules and other information which is incorporated by reference in the
Registration Statement or the Prospectus, as the case may be, prior to the
execution of this Underwriting Agreement; and all references in this
Underwriting Agreement to amendments or supplements to the Registration
Statement, Prospectus or preliminary prospectus shall be deemed to mean and
include the filing of any document under the 1934 Act which is incorporated by
reference in the Registration Statement or Prospectus, as the case may be, after
the execution of this Underwriting Agreement.

         The 251 hotels described in the Prospectus as being currently owned by
the Company as of the date hereof are collectively referred to herein as the
"Hotels".

         SECTION 1. REPRESENTATIONS AND WARRANTIES.

         (a) REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company
represents and warrants to each Underwriter, as of the date hereof, as follows:

                  (1) COMPLIANCE WITH REGISTRATION REQUIREMENTS. The Company
         meets the requirements for use of Form S-3 under the 1933 Act. The
         Registration Statement (including any Rule 462(b) Registration
         Statement) has become effective under the 1933 Act and no stop order
         suspending the effectiveness of the Registration Statement (or such
         Rule 462(b) Registration Statement) has been issued under the 1933 Act
         and no


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         proceedings for that purpose have been instituted or are pending or, to
         the knowledge of the Company, are contemplated by the Commission, and
         any request on the part of the Commission for additional information
         has been complied with. In addition, the Indenture has been duly
         qualified under the 1939 Act.

                  At the respective times the Registration Statement (including
         any Rule 462(b) Registration Statement) and any post-effective
         amendments thereto (including the filing of the Company's most recent
         Annual Report on Form 10-K for the year ended December 31, 2001 with
         the Commission (the "Annual Report")) became effective and as of the
         date hereof, the Registration Statement (including any Rule 462(b)
         Registration Statement) and any amendments thereto complied and will
         comply in all material respects with the requirements of the 1933 Act
         and the 1933 Act Regulations and the 1939 Act and the rules and
         regulations of the Commission under the 1939 Act (the "1939 Act
         Regulations") and did not and will not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading. At
         the date of the Prospectus and at the Closing Time as defined below,
         neither the Prospectus nor any amendments and supplements thereto
         included or will include an untrue statement of a material fact or
         omitted or will omit to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading. Notwithstanding the foregoing,
         the representations and warranties in this subsection shall not apply
         to statements in or omissions from the Registration Statement or the
         Prospectus made in reliance upon and in conformity with information
         furnished to the Company in writing by any Underwriter through CSFB
         expressly for use in the Registration Statement or the Prospectus.

                  Each preliminary prospectus and prospectus filed as part of
         the Registration Statement as originally filed or as part of any
         amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
         complied when so filed in all material respects with the 1933 Act
         Regulations and the Prospectus delivered to the Underwriters for use in
         connection with the offering of the Notes will, at the time of such
         delivery, be identical to any electronically transmitted copies thereof
         filed with the Commission pursuant to EDGAR, except to the extent
         permitted by Regulation S-T.

                  (2) INCORPORATED DOCUMENTS. The documents incorporated or
         deemed to be incorporated by reference in the Registration Statement
         and the Prospectus, at the time they were or hereafter are filed with
         the Commission, complied and will comply in all material respects with
         the requirements of the 1934 Act and the rules and regulations of the
         Commission thereunder (the "1934 Act Regulations") and, when read
         together with the other information in the Prospectus, at the date of
         the Prospectus and at the Closing Time did not and will not include an
         untrue statement of a material fact or omit to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

                  (3) INDEPENDENT ACCOUNTANTS. The accountants who certified the
         financial statements and any supporting schedules thereto included in
         the Registration Statement


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         and the Prospectus were, as of the dates of their respective
         certifications, independent public accountants as required by the 1933
         Act and the 1933 Act Regulations.

                  (4) FINANCIAL STATEMENTS. The financial statements of the
         Company included in the Registration Statement and the Prospectus,
         together with the related schedules and notes, as well as those
         financial statements, schedules and notes of any other entity included
         therein, present fairly the financial position of the Company and its
         consolidated subsidiaries, or such other entity, as the case may be, at
         the dates indicated and the statement of operations, shareholders'
         equity and cash flows of the Company and its consolidated subsidiaries,
         or such other entity, as the case may be, for the periods specified.
         Such financial statements have been prepared in conformity with
         generally accepted accounting principles in the United States ("GAAP")
         applied on a consistent basis throughout the periods involved. The
         supporting schedules, if any, included in the Registration Statement
         and the Prospectus present fairly in accordance with GAAP the
         information required to be stated therein. The selected financial data
         and the summary financial information included in the Prospectus
         present fairly the information shown therein and have been compiled on
         a basis consistent with that of the audited financial statements
         included in the Registration Statement and the Prospectus. In addition,
         any pro forma financial statements of the Company and its subsidiaries
         and the related notes thereto included in the Registration Statement
         and the Prospectus present fairly the information shown therein, have
         been prepared in accordance with the Commission's rules and guidelines
         with respect to pro forma financial statements and have been properly
         compiled on the bases described therein, and the assumptions used in
         the preparation thereof are reasonable and the adjustments used therein
         are appropriate to give effect to the transactions and circumstances
         referred to therein.

                  (5) NO MATERIAL ADVERSE CHANGE IN BUSINESS. Since the
         respective dates as of which information is given in the Registration
         Statement and the Prospectus, except as otherwise stated therein, (A)
         there has been no material adverse change in the condition, financial
         or otherwise, or in the results of operations, business affairs or
         business prospects of the Company and its subsidiaries considered as
         one enterprise, whether or not arising in the ordinary course of
         business (a "Material Adverse Effect"), (B) there have been no
         transactions entered into by the Company or any of its subsidiaries,
         other than those arising in the ordinary course of business, which are
         material with respect to the Company and its subsidiaries considered as
         one enterprise and (C) except for regular dividends on the Company's
         common shares or preferred shares, in amounts per share that are
         consistent with past practice or the applicable charter document or
         supplement thereto, respectively, there has been no dividend or
         distribution of any kind declared, paid or made by the Company on any
         class of its capital shares.

                  (6) GOOD STANDING OF THE COMPANY. The Company has been duly
         organized and is validly existing as a real estate investment trust in
         good standing under the laws of the State of Maryland and has power and
         authority to own, lease and operate its properties and to conduct its
         business as described in the Prospectus and to enter into and perform
         its obligations under, or as contemplated under, this Underwriting
         Agreement. The Company is duly qualified to transact business and is in
         good standing in each other jurisdiction in which such qualification is
         required, whether by reason of the ownership


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         or leasing of property or the conduct of business, except where the
         failure to so qualify or be in good standing would not result in a
         Material Adverse Effect.

                  (7) GOOD STANDING OF SUBSIDIARIES. Each "significant
         subsidiary" of the Company (as such term is defined in Rule 1-02 of
         Regulation S-X promulgated under the 1933 Act) (each, a "Subsidiary"
         and, collectively, the "Subsidiaries"), if any, has been duly organized
         and is validly existing as a corporation or a real estate investment
         trust, as the case may be, in good standing under the laws of the
         jurisdiction of its incorporation or formation, as the case may be, has
         corporate power and authority to own, lease and operate its properties
         and to conduct its business as described in the Prospectus and is duly
         qualified as a foreign corporation or a real estate investment trust,
         as the case may be, to transact business and is in good standing in
         each jurisdiction in which such qualification is required, whether by
         reason of the ownership or leasing of property or the conduct of
         business, except where the failure to so qualify or be in good standing
         would not result in a Material Adverse Effect. Except as otherwise
         stated in the Registration Statement and the Prospectus, all of the
         issued and outstanding capital shares of each Subsidiary has been duly
         authorized and is validly issued, fully paid and non-assessable and is
         owned by the Company, directly or through subsidiaries, free and clear
         of any security interest, mortgage, pledge, lien, encumbrance, claim or
         equity. None of the outstanding capital shares of any Subsidiary was
         issued in violation of preemptive or other similar rights of any
         securityholder of such Subsidiary.

                  (8) CAPITALIZATION. The authorized, issued and outstanding
         capital shares of the Company have been duly authorized and validly
         issued by the Company and are fully paid and non-assessable (except as
         otherwise described in the Registration Statement), and none of such
         capital shares was issued in violation of preemptive or other similar
         rights of any securityholder of the Company.

                  (9) AUTHORIZATION OF THIS UNDERWRITING AGREEMENT. This
         Underwriting Agreement has been duly authorized, executed and delivered
         by the Company.

                  (10) AUTHORIZATION OF THE NOTES. The Notes have been duly
         authorized by the Company for issuance and sale pursuant to this
         Underwriting Agreement. The Notes, when issued and authenticated in the
         manner provided for in the Indenture and delivered against payment of
         the consideration therefor specified herein, will constitute valid and
         binding obligations of the Company, enforceable against the Company in
         accordance with their terms, except as the enforcement thereof may be
         limited by bankruptcy, insolvency (including, without limitation, all
         laws relating to fraudulent transfers), reorganization, moratorium or
         other similar laws affecting the enforcement of creditors' rights
         generally or by general equitable principles (regardless of whether
         enforcement is considered in a proceeding in equity or at law).

                  (11) AUTHORIZATION OF THE INDENTURE. The Indenture has been
         duly authorized, executed and delivered by the Company and constitutes
         a valid and binding agreement of the Company, enforceable against the
         Company in accordance with its terms, except as the enforcement thereof
         may be limited by bankruptcy, insolvency (including, without
         limitation, all laws relating to fraudulent transfers), reorganization,
         moratorium or other


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         similar laws affecting the enforcement of creditors' rights generally
         or by general equitable principles (regardless of whether enforcement
         is considered in a proceeding in equity or at law).

                  (12) DESCRIPTIONS OF THE NOTES AND THE INDENTURE. The Notes
         and the Indenture will conform in all material respects to the
         statements relating thereto contained in the Prospectus and will be in
         substantially the form filed or incorporated by reference, as the case
         may be, as an exhibit to the Registration Statement.

                  (13) ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company
         nor any of its subsidiaries is in violation of its declaration of
         trust, charter, bylaws or other comparable governing document or in
         default in the performance or observance of any obligation, agreement,
         covenant or condition contained in any contract, indenture, mortgage,
         deed of trust, loan or credit agreement, note, lease or other agreement
         or instrument to which the Company or any of its subsidiaries is a
         party or by which it or any of them may be bound, or to which any of
         the assets, properties or operations of the Company or any of its
         subsidiaries is subject (collectively, "Agreements and Instruments"),
         except for such defaults that would not result in a Material Adverse
         Effect. The execution, delivery and performance of this Underwriting
         Agreement and the Indenture and any other agreement or instrument
         entered into or issued or to be entered into or issued by the Company
         in connection with the transactions contemplated hereby or thereby or
         in the Registration Statement and the Prospectus and the consummation
         of the transactions contemplated herein and in the Registration
         Statement and the Prospectus (including the issuance and sale of the
         Notes and the use of the proceeds from the sale of the Notes as
         described under the caption "Use of Proceeds") and compliance by the
         Company with its obligations hereunder and thereunder have been duly
         authorized by all necessary trust action and do not and will not,
         whether with or without the giving of notice or passage of time or
         both, conflict with or constitute a breach of, or default or Repayment
         Event (as defined below) under, or result in the creation or imposition
         of any lien, charge or encumbrance upon any assets, properties or
         operations of the Company or any of its subsidiaries pursuant to, any
         Agreements and Instruments, nor will such action result in any
         violation of the provisions of the charter or bylaws of the Company or
         any of its subsidiaries or any applicable law, statute, rule,
         regulation, judgment, order, writ or decree of any government,
         government instrumentality or court, domestic or foreign, having
         jurisdiction over the Company or any of its subsidiaries or any of
         their assets, properties or operations. As used herein, a "Repayment
         Event" means any event or condition which gives the holder of any note,
         debenture or other evidence of indebtedness (or any person acting on
         such holder's behalf) the right to require the repurchase, redemption
         or repayment of all or a portion of such indebtedness by the Company or
         any of its subsidiaries.

                  (14) ABSENCE OF LABOR DISPUTE. To the knowledge of the
         Company, no labor problem exists or is imminent with employees of the
         Company or any of its subsidiaries that could have a Material Adverse
         Effect.

                  (15) ABSENCE OF PROCEEDINGS. There is no action, suit,
         proceeding, inquiry or investigation before or brought by any court or
         governmental agency or body, domestic


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         or foreign, now pending, or to the knowledge of the Company threatened
         or contemplated, against or affecting the Company or any of its
         subsidiaries which is required to be disclosed in the Registration
         Statement and the Prospectus (other than as stated therein), or which,
         if determined adversely to the Company or any of its subsidiaries,
         might reasonably be expected to result in a Material Adverse Effect, or
         which might reasonably be expected to materially and adversely affect
         the consummation of the transactions contemplated under the Prospectus,
         this Underwriting Agreement, the Indenture or the performance by the
         Company of its obligations hereunder and thereunder. The aggregate of
         all pending legal or governmental proceedings to which the Company or
         any of its subsidiaries is a party or of which any of their respective
         assets, properties or operations is the subject which are not described
         in the Registration Statement and the Prospectus, including ordinary
         routine litigation incidental to the business, could not reasonably be
         expected to result in a Material Adverse Effect.

                  (16) ACCURACY OF EXHIBITS. There are no contracts or documents
         which are required to be described in the Registration Statement, the
         Prospectus or the documents incorporated by reference therein or to be
         filed as exhibits thereto which have not been so described and filed as
         required.

                  (17) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or
         authorization, approval, consent, license, order, registration,
         qualification or decree of, any court or governmental authority or
         agency, domestic or foreign, is necessary or required for the due
         authorization, execution and delivery by the Company of this
         Underwriting Agreement or for the performance by the Company of the
         transactions contemplated under the Prospectus, this Underwriting
         Agreement, or the Indenture, except such as may be required and will be
         obtained at or prior to the Closing Time and such as may be required by
         the securities or Blue Sky laws or real estate syndication laws of the
         various states in connection with the offer and sale of the Notes and,
         in the case of the performance thereof, except as are contemplated by
         the express terms of such documents to occur after the Closing Time and
         except (x) such as are otherwise described in the Prospectus and (y)
         such that the failure to obtain would not have a Material Adverse
         Effect.

                  (18) POSSESSION OF INTELLECTUAL PROPERTY. The Company and each
         of its subsidiaries owns, or possesses adequate rights to use, all
         patents, trademarks, trade names, service marks, copyrights, licenses
         and other rights necessary for the conduct of their respective
         businesses as described in the Registration Statement and in the
         Prospectus, and neither the Company nor any of its subsidiaries has
         received any notice of conflict with, or infringement of, the asserted
         rights of others with respect to any such patents, trademarks, trade
         names, service marks, copyrights, licenses and other such rights (other
         than conflicts or infringements that, if proven, would not have a
         Material Adverse Effect), and neither the Company nor any of its
         subsidiaries knows of any basis therefor.

                  (19) POSSESSION OF LICENSES AND PERMITS. The Company has, and
         as of the Closing Time will have, all permits, licenses, approvals,
         certificates, franchises and authorizations of governmental or
         regulatory authorities ("Approvals") as may be


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         necessary for the conduct of its business as described in the
         Registration Statement and in the Prospectus, except for those
         Approvals the absence of which would not have a Material Adverse
         Effect, and to the best knowledge of the Company, each lessee of the
         Hotels has, and as of the Closing Time will have, all Approvals as may
         be necessary to lease, operate or manage the Hotels in the manner
         described in or contemplated by the Prospectus, except for those
         Approvals the absence of which would not have a Material Adverse
         Effect.

                  (20) TITLE TO PROPERTY. The Company and its subsidiaries have
         good and marketable title to all real property owned by the Company and
         its subsidiaries and good title to all other properties owned by them,
         in each case, free and clear of all mortgages, pledges, liens, security
         interests, claims, restrictions or encumbrances of any kind, except (A)
         as otherwise stated in the Registration Statement and the Prospectus,
         (B) in the case of personal property located at certain Hotels, such as
         are subject to equipment lease financing arrangements which have been
         entered into in the ordinary course of business and have an aggregate
         outstanding balance not in excess of $1 million or (C) those which do
         not, singly or in the aggregate, materially affect the value of such
         property and do not interfere with the use made and proposed to be made
         of such property by the Company or any of its subsidiaries. All of the
         leases and subleases material to the business of the Company and its
         subsidiaries considered as one enterprise, and under which the Company
         or any of its subsidiaries holds properties described in the
         Prospectus, are in full force and effect, and neither the Company nor
         any of its subsidiaries has received any notice of any material claim
         of any sort that has been asserted by anyone adverse to the rights of
         the Company or any of its subsidiaries under any of the leases or
         subleases mentioned above, or affecting or questioning the rights of
         the Company or such subsidiary of the continued possession of the
         leased or subleased premises under any such lease or sublease.

                  (21) COMMODITY EXCHANGE ACT. The Notes, upon issuance, will be
         excluded or exempted under, or beyond the purview of, the Commodity
         Exchange Act, as amended (the "Commodity Exchange Act"), and the rules
         and regulations of the Commodity Futures Trading Commission under the
         Commodity Exchange Act.

                  (22) INVESTMENT COMPANY ACT. The Company is not, and upon the
         issuance and sale of the Notes as herein contemplated and the
         application of the net proceeds therefrom as described in the
         Prospectus will not be, an "investment company" within the meaning of
         the Investment Company Act of 1940, as amended (the "1940 Act").

                  (23) ENVIRONMENTAL LAWS. (a) The Company has received and
         reviewed certain environmental reports on (which included physical
         inspection of the surface of) each Hotel's property and has obtained
         certain representations and warranties relating to environmental
         matters from the sellers of the Hotels set forth in purchase agreements
         therefor.

                  (b) Except as described in the Prospectus, (i) the Company,
         and, to its knowledge, each Hotel's property, is, and as of the Closing
         Time will be, in compliance with all applicable federal, state and
         local laws and regulations relating to the protection


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         of human health and safety, the environment, hazardous or toxic
         substances and wastes, pollutants and contaminants ("Environmental
         Laws"), (ii) the Company, or, to its knowledge, its lessees have
         received, or as of the Closing Time will receive, all permits, licenses
         or other approvals required under applicable Environmental Laws to
         conduct the respective hotel businesses presently conducted at each
         Hotel's property and (iii) the Company or, to its knowledge, its
         lessees are, or as of the Closing Time will be, in compliance with all
         terms and conditions of any such permit, license or approval, except,
         in respect of clauses (i), (ii) and (iii), as otherwise disclosed in
         the Prospectus or as would not, singly or in the aggregate, have a
         Material Adverse Effect.

                  (c) To the best knowledge of the Company, except as described
         in the Prospectus, there are no costs or liabilities associated with
         Environmental Laws (including, without limitation, any capital or
         operating expenditures required for clean-up, remediation or closure of
         properties or compliance with Environmental Laws and any potential
         liabilities to third parties) that, as of the date hereof, would, or as
         of the Closing Time will, singly or in the aggregate, have a Material
         Adverse Effect.

                  (d) The Company has received and reviewed engineering reports
         on each Hotel's property, has obtained certain representations and
         warranties from the sellers of the Hotels set forth in purchase
         agreements therefor and has conducted physical inspections of each
         Hotel's property.

                  (e) In respect of each Hotel, (i) each Hotel is not in
         violation of any applicable building code, zoning ordinance or other
         law or regulation, except where such violation of any applicable
         building code, zoning ordinance or other law or regulation would not,
         singly or in the aggregate, have a Material Adverse Effect; (ii) the
         Company has not received notice of any proposed material special
         assessment or any proposed change in any property tax, zoning or land
         use laws or availability of water affecting any Hotel that would have,
         singly or in the aggregate, a Material Adverse Effect; (iii) except as
         disclosed in the Prospectus, there does not exist any material
         violation of any declaration of covenants, conditions and restrictions
         with respect to any Hotel that would have, singly or in the aggregate,
         a Material Adverse Effect, or any state of facts or circumstances or
         condition or event which could, with the giving of notice or passage of
         time, or both, constitute such a violation; and (iv) the improvements
         comprising any portion of each Hotel (the "Improvements") are free of
         any and all material physical, mechanical, structural, design and
         construction defects that would have, singly or in the aggregate, a
         Material Adverse Effect and the mechanical, electrical and utility
         systems servicing the Improvements (including, without limitation, all
         water, electric, sewer, plumbing, heating, ventilation, gas and air
         conditioning) are in good condition and proper working order and are
         free of defects that would have, singly or in the aggregate, a Material
         Adverse Effect.

                  (24) REIT QUALIFICATION. The Company is organized in
         conformity with the requirements for qualification, and, as of the date
         hereof the Company operates, and as of Closing Time the Company will
         operate, in a manner that qualifies the Company as a "real estate
         investment trust" under the Internal Revenue Code of 1986, as amended
         (the "Code"), and the rules and regulations thereunder, for 2002 and
         subsequent years. The


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         Company qualified as a real estate investment trust under the Code for
         each of the taxable years ended December 31, 1995 through December 31,
         2001.

                  (25) POSSESSION OF INSURANCE. The Company and its Hotels are,
         and as of the Closing Time will be, insured in the manner described in
         the Prospectus by insurers of recognized financial responsibility
         against such losses and risks and in such amounts as are customary in
         the businesses in which the Company is engaged and proposes to engage
         and the Company has no reason to believe that it or its tenants will
         not be able to renew such insurance coverage as and when such coverage
         expires or to obtain similar coverage as may be necessary to continue
         its business at economically viable rates. The Company and/or its
         subsidiaries, as applicable, has obtained an ALTA Extended Coverage
         Owner's Policy of Title Insurance or its local equivalent (or an
         irrevocable commitment to issue such a policy) on all of the Hotels
         owned by the Company or its subsidiaries and such title insurance is in
         full force and effect.

                  (26) ABSENCE OF INDEBTEDNESS. At the Closing Time, the Company
         will have no indebtedness for money borrowed except (i) amounts
         outstanding under the Company's $350 million aggregate principal amount
         credit facility which matures in 2005, (ii) $150 million aggregate
         principal amount of the Company's 7% Senior Notes due 2008, (iii) $150
         million aggregate principal amount of the Company's 8.5% Senior Notes
         due 2009 (the Company expects to use a portion of the net proceeds from
         the offering of the Notes to redeem such notes maturing in 2009 on or
         about February 17, 2003), (iv) $50 million aggregate principal amount
         of the Company's 9.125% Senior Notes due 2010, (v) $125 million
         aggregate principal amount of the Company's 6.85% Senior Notes due
         2012, (vi) equipment financing arrangements in respect of personal
         property located at certain Hotels which have been entered into in the
         ordinary course of business and have an aggregate outstanding balance
         not in excess of $1 million, and (vii) any indebtedness as to which
         CSFB shall have given its prior written consent.

                  (27) GOOD STANDING OF THE ADVISOR. Except as otherwise
         disclosed in the Prospectus, since the respective dates as of which
         information is given in the Prospectus, there has been no material
         adverse change in the business, operations, earnings, prospects,
         properties or condition (financial or otherwise) of Reit Management &
         Research LLC (the "Advisor"), whether or not arising in the ordinary
         course of business, that would have a Material Adverse Effect. The
         Advisor (A) is a limited liability company duly organized, validly
         existing and in good standing under the laws of the State of Delaware,
         and (B) has the requisite limited liability company power and authority
         to conduct its business as described in the Prospectus and to own and
         operate its material properties. The Advisory Agreement, dated as of
         January 1, 1998 and Amendment No. 1 thereto dated as of October 12,
         1999 (the "Advisory Agreement"), between the Company and the Advisor,
         has been duly authorized, executed and delivered by the parties thereto
         and constitutes the valid agreement of the parties thereto, enforceable
         in accordance with its terms, except as limited by (a) the effect of
         bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
         or other similar laws relating to or affecting the rights or remedies
         of creditors or (b) the effect of general principles of equity
         (regardless of whether enforcement is sought in a proceeding in equity
         or at law).


                                       10


<PAGE>


                  (28) PERIODIC REPORTING REQUIREMENTS. The Company is subject
         to the reporting requirements of either Section 13 or Section 15(d) of
         the 1934 Act and files reports with the Commission on EDGAR.

         (b) OFFICERS' CERTIFICATES. Any certificate signed by any officer of
the Company or any of its subsidiaries and delivered to any Underwriter or to
counsel for the Underwriters in connection with the offering of the Notes shall
be deemed a representation and warranty by the Company to each Underwriter as to
the matters covered thereby on the date of such certificate.

         SECTION 2. SALE AND DELIVERY TO UNDERWRITERS; CLOSING.

         (a) NOTES. The several commitments of the Underwriters to purchase the
Notes pursuant to the terms hereof shall be deemed to have been made on the
basis of the representations, warranties and agreements herein contained and
shall be subject to the terms and conditions herein set forth.

         (b) PAYMENT. The Company will deliver against payment of the purchase
price the Notes in the form of a permanent global security in definitive form
(the "Global Security") deposited with the Trustee as custodian for The
Depository Trust Company ("DTC") and registered in the name of Cede & Co., as
nominee for DTC. Interests in the Global Security will be held only in
book-entry form through DTC, except in the limited circumstances described in
the Prospectus. Payment for the Notes shall be made by the Underwriters in
Federal (same day) funds by wire transfer to an account of the Company at a bank
reasonably acceptable to CSFB on January 24, 2003 (unless postponed in
accordance with the provisions of Section 10 hereof), or at such other time not
later than ten full business days thereafter as CSFB and the Company determine,
such time being herein referred to as the "Closing Time", against delivery to
the Trustee as custodian for DTC of the Global Security representing all of the
Notes. The Global Security will be made available for checking at the office of
Sullivan & Worcester LLP, Boston, Massachusetts at least 24 hours prior to the
Closing Time.

         (c) DENOMINATIONS; REGISTRATION. The Notes shall be issued in such
authorized denominations and registered in such names as CSFB shall request not
later than one business day prior to the Closing Time. The Notes shall be made
available for inspection not later than 10:00 a.m. (Eastern Time) on the
business day prior to the Closing Time, at the office of The Depository Trust
Company or its designated custodian.

         SECTION 3. COVENANTS OF THE COMPANY. The Company covenants with each
Underwriter as follows:

         (a) Immediately following the execution of this Underwriting Agreement,
the Company will prepare a Prospectus Supplement setting forth the aggregate
principal amount of Notes covered thereby and their terms not otherwise
specified in the Prospectus, the names of the Underwriters, the price at which
the Notes are to be purchased by the Underwriters, severally and not jointly,
from the Company, and such other information as the Underwriters and the Company
deem appropriate in connection with the offering of the Notes; and the Company
will promptly transmit copies of the Prospectus Supplement to the Commission for
filing pursuant to Rule 424(b) of the 1933 Act Regulations and will furnish to
the Underwriters as many copies


                                       11


<PAGE>


(including by electronic means, if so requested in lieu of paper copies) of the
Prospectus (including such Prospectus Supplement) as they shall reasonably
request.

         (b) Until the termination of the initial offering of the Notes, the
Company will notify the Underwriters immediately, and confirm the notice in
writing, (i) of the effectiveness of any amendment to the Registration
Statement, (ii) of the transmittal to the Commission for filing of any
supplement or amendment to the Prospectus or any document to be filed pursuant
to the 1934 Act, (iii) of the receipt of any comments from the Commission with
respect to the Notes, (iv) of any request by the Commission for any amendment to
the Registration Statement or any amendment or supplement to the Prospectus with
respect to the Notes or for additional information relating thereto, and (v) of
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that
purpose. The Company will make every reasonable effort to prevent the issuance
of any such stop order and, if any stop order is issued, to obtain the lifting
thereof at the earliest possible moment.

         (c) Until the termination of the initial offering of the Notes, the
Company will give the Underwriters notice of its intention to file or prepare
any post-effective amendment to the Registration Statement or any amendment or
supplement to the Prospectus (including any revised prospectus which the Company
proposes for use by the Underwriters in connection with the offering of the
Notes which differs from the prospectus on file at the Commission at the time
that the Registration Statement becomes effective, whether or not such revised
prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act
Regulations), will furnish the Underwriters with copies of any such amendment or
supplement a reasonable amount of time prior to such proposed filing or use, as
the case may be, and will not file any such amendment or supplement or use any
such prospectus to which counsel for the Underwriters shall reasonably object.

         (d) The Company will deliver to each of the Underwriters a conformed
copy of the Registration Statement as originally filed and of each amendment
thereto filed prior to the termination of the initial offering of the Notes
(including exhibits filed therewith or incorporated by reference therein and the
documents incorporated by reference into the Prospectus pursuant to Item 12 of
Form S-3).

         (e) The Company will furnish to the Underwriters, from time to time
during the period when the Prospectus is required to be delivered under the 1933
Act or the 1934 Act, such number of copies (including by electronic means, if so
requested in lieu of paper copies) of the Prospectus (as amended or
supplemented) as the Underwriters may reasonably request for the purposes
contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or 1934 Act
Regulations.

         (f) Until the termination of the initial offering of the Notes, if any
event shall occur as a result of which it is necessary, in the opinion of
counsel for the Underwriters, to amend or supplement the Prospectus in order to
make the Prospectus not misleading in the light of the circumstances existing at
the time it is delivered, the Company will promptly notify CSFB and either (i)
forthwith prepare and furnish to the Underwriters an amendment of or supplement
to the Prospectus or (ii) make an appropriate filing pursuant to Section 13, 14
or 15 of the 1934 Act,


                                       12


<PAGE>


in each case, in form and substance reasonably satisfactory to counsel for the
Underwriters, which will amend or supplement the Prospectus so that it will not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances existing at the time it is delivered, not misleading. Neither
CSFB's consent to, nor the Underwriters' delivery of, any such amendment or
supplement shall constitute a waiver of any of the conditions in Section 5
hereof.

         (g) The Company will endeavor in good faith, in cooperation with the
Underwriters, to qualify the Notes for offering and sale under the applicable
securities laws and real estate syndication laws of such states and other
jurisdictions of the United States as the Underwriters may designate; provided
that, in connection therewith, the Company shall not be required to qualify as a
foreign corporation or trust or to file any general consent to service of
process. In each jurisdiction in which the Notes have been so qualified the
Company will file such statements and reports as may be required by the laws of
such jurisdiction to continue such qualification in effect for so long as
required for the distribution of the Notes.

         (h) The Company will make generally available to its security holders
as soon as reasonably practicable, but not later than 90 days after the close of
the period covered thereby, an earning statement of the Company (in form
complying with the provisions of Rule 158 of the 1933 Act Regulations) covering
a period of at least twelve months beginning not later than the first day of the
Company's fiscal quarter next following the effective date of the Registration
Statement. "Earning statement", "make generally available" and "effective date"
will have the meanings contained in Rule 158 of the 1933 Act Regulations.

         (i) The Company will use the net proceeds received by it from the sale
of the Notes in the manner specified in the Prospectus under the caption "Use of
Proceeds" in all material respects.

         (j) The Company currently intends to continue to qualify as a "real
estate investment trust" under the Code, and use its best efforts to continue to
meet the requirements to qualify as a "real estate investment trust" under the
Code.

         (k) The Company will timely file any document which it is required to
file pursuant to the 1934 Act prior to the termination of the offering of the
Notes.

         (l) The Company will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Commission a
registration statement under the 1933 Act relating to debt securities issued or
guaranteed by the Company and having a maturity of more than one year from the
date of issue, or publicly disclose the intention to make any such offer, sale,
pledge, disposition or filing, without the prior written consent of CSFB for a
period beginning at the date of this Underwriting Agreement and ending at the
later of the Closing Time or the lifting of trading restrictions by the
Underwriters; provided however, such period shall not end later than the 15th
day after the Closing Time.

         SECTION 4. PAYMENT OF EXPENSES.

         (a) EXPENSES. The Company will pay all expenses incident to the
performance of its obligations under this Underwriting Agreement, including (i)
the preparation, printing and filing


                                       13


<PAGE>


of the Registration Statement (including financial statements and exhibits) as
originally filed and of each amendment thereto, (ii) the preparation, issuance
and delivery of the Notes and any certificates for the Notes to the
Underwriters, including any transfer taxes and any stamp or other duties payable
upon the sale, issuance or delivery of the Notes to the Underwriters, (iii) the
fees and disbursements of the Company's counsel, accountants and other advisors
or agents, as well as the fees and disbursements of the Trustee, and their
respective counsel, (iv) the qualification of the Notes under state securities
laws in accordance with the provisions of Section 3(g) hereof, including filing
fees and the reasonable fees and disbursements of counsel in connection
therewith and in connection with the preparation, printing and delivery of the
Blue Sky Survey, and any amendment thereto, (v) the printing and delivery to the
Underwriters of copies of the Prospectus and any amendments or supplements
thereto, (vi) the fees charged by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the 1933 Act, a
"NRSRO") for the rating of the Notes, (vii) the filing fees incident to, and the
reasonable fees and disbursements of counsel to the Underwriters in connection
with, the review, if any, by the National Association of Securities Dealers,
Inc. (the "NASD") of the terms of the sale of the Notes, and (viii) the cost of
providing any CUSIP or other identification numbers on the Notes.

         (b) TERMINATION OF AGREEMENT. If this Underwriting Agreement is
terminated by CSFB in accordance with the provisions of Section 5 or Section
9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

         SECTION 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of
the Underwriters, acting severally and not jointly, to purchase and pay for the
Notes pursuant to the terms hereof are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company or any of its subsidiaries
delivered pursuant to the provisions hereof, to the performance by the Company
of its covenants and other obligations hereunder, and to the following further
conditions:

         (a) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration
Statement, including any Rule 462(b) Registration Statement, has become
effective under the 1933 Act and no stop order suspending the effectiveness of
the Registration Statement shall have been issued under the 1933 Act and no
proceedings for that purpose shall have been instituted or be pending or
threatened by the Commission, and any request on the part of the Commission for
additional information shall have been complied with to the reasonable
satisfaction of counsel to the Underwriters. A prospectus containing information
relating to the description of the Notes, the specific method of distribution
and similar matters shall have been filed with the Commission in accordance with
Rule 424(b).

         (b) OPINION OF COUNSEL FOR COMPANY. At Closing Time, the Underwriters
shall have received the favorable opinion, dated as of Closing Time, of Sullivan
& Worcester LLP, counsel for the Company, in form and substance satisfactory to
counsel for the Underwriters, to the effect set forth in Exhibit A hereto. In
rendering their opinion, such counsel may rely on an opinion dated the Closing
Time of Ballard Spahr Andrews & Ingersoll, LLP, as to matters governed by the
laws of the State of Maryland. In addition, in rendering their opinion, such
counsel may state that their opinion as to laws of the State of Delaware is
limited to the Delaware General Corporation Law and the Delaware Limited
Liability Company Act. Such counsel may also


                                       14


<PAGE>


state that, insofar as such opinion involves factual matters, they have relied
to the extent they deem proper, upon certificates of officers of the Company and
its subsidiaries and certificates of public officials.

         (c) OPINION OF SPECIAL MARYLAND COUNSEL FOR COMPANY. At Closing Time,
the Underwriters shall have received the favorable opinion, dated as of Closing
Time, of Ballard Spahr Andrews & Ingersoll, LLP, special Maryland counsel for
the Company, in form and substance satisfactory to counsel for the Underwriters,
to the effect set forth in Exhibit B hereto.

         (d) OPINION OF COUNSEL FOR UNDERWRITERS. At Closing Time, the
Underwriters shall have received the favorable opinion, dated as of Closing
Time, of Sidley Austin Brown & Wood LLP counsel for the Underwriters with
respect to the matters set forth in paragraphs (4), (5), (6), (7), (15) and (16)
of Exhibit A and a statement to the following effect: no fact has come to their
attention that has caused them to believe that the Registration Statement
(including any Rule 462(b) Registration Statement) or any post-effective
amendment thereto (except for financial statements and supporting schedules and
other financial data included therein or omitted therefrom and for the Form
T-1s, as to which they make no statement), at the time the Registration
Statement (including any Rule 462(b) Registration Statement) or any
post-effective amendment thereto (including the filing of the Company's Annual
Report with the Commission) became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or that the
Prospectus or any amendment or supplement thereto (except for financial
statements and supporting schedules and other financial data included therein or
omitted therefrom, as to which they make no statement), at the time the
Prospectus was issued, at the time any such amended or supplemented prospectus
was issued or at the Closing Time, included or includes an untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

         In giving such opinion, such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the law of the State of New
York, the federal law of the United States and the General Corporation Law of
the State of Delaware, upon the opinions of counsel satisfactory to CSFB and may
rely on an opinion dated the Closing time of Ballard, Spahr Andrews and
Ingersoll, LLP as to matters governed by the laws of the State of Maryland and
on an opinion of Sullivan & Worcester LLP as to matters governed by the laws of
the Commonwealth of Massachusetts. Such counsel may also state that, insofar as
such opinion involves factual matters, they have relied, to the extent they deem
proper, upon certificates of officers of the Company and its subsidiaries and
certificates of public officials.

         (e) OFFICERS' CERTIFICATE. At Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Prospectus, any Material Adverse Effect and the Underwriters shall
have received a certificate of the President or a Vice President of the Company
and of the chief financial officer or chief accounting officer of the Company,
dated as of Closing Time, to the effect that (i) there has been no Material
Adverse Effect, (ii) the representations and warranties in Section 1(a) are true
and correct with the same force and effect as though expressly made at and as of
the Closing Time, (iii) the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied


                                       15


<PAGE>


at or prior to the Closing Time, and (iv) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted, are pending or, to the best of such
officer's knowledge, are threatened by the Commission.

         (f) CERTIFICATE OF THE COMPANY REGARDING FINANCIAL STATEMENTS. At the
Closing Time the Underwriters shall have received a certificate of the Company
substantially in the form of Exhibit C hereto.

         (g) ADVISOR'S CERTIFICATE. At Closing Time, there shall not have been,
since the respective dates as of which information is given in the Prospectus,
any material adverse change in the business, operations, earnings, prospects,
properties or condition (financial or otherwise) of the Advisor, whether or not
arising in the ordinary course of business; and the Underwriters shall have
received, at Closing Time, a certificate of the President or a Vice President of
the Advisor evidencing compliance with this subsection (g).

         (h) ACCOUNTANT'S COMFORT LETTER. At the time of the execution of this
Underwriting Agreement, the Underwriters shall have received from Ernst & Young
LLP a letter dated such date, in form and substance satisfactory to CSFB
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the financial
statements and certain financial information contained in the Registration
Statement and the Prospectus.

         (i) BRING-DOWN COMFORT LETTER. At Closing Time, the Underwriters shall
have received from Ernst & Young LLP a letter, dated as of Closing Time, to the
effect that they reaffirm the statements made in the letter furnished pursuant
to subsection (h) of this Section 5, except that the specified date referred to
shall be a date not more than three business days prior to the Closing Time.

         (j) RATINGS. At Closing Time, the Notes shall have the ratings of Baa3
by Moody's Investors Service, Inc. ("Moody's") and BBB- by Standard & Poor's
Rating Service ("S&P"). Since the time of execution of this Underwriting
Agreement, there shall not have occurred a downgrading in, or withdrawal of, the
rating assigned to the Notes or any of the Company's other securities by Moody's
or S&P, and neither Moody's nor S&P shall have publicly announced that it has
under surveillance or review its rating of the Notes or any of the Company's
other securities.

         (k) NO OBJECTION. If the Registration Statement or the offering of the
Notes has been filed with the NASD for review, the NASD shall not have raised
any objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements.

         (l) ADDITIONAL DOCUMENTS. At Closing Time, counsel to the Underwriters
shall have been furnished with such documents and opinions as they may
reasonably require for the purpose of enabling them to pass upon the issuance
and sale of the Notes as herein contemplated, or in order to evidence the
accuracy of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Notes as herein contemplated shall
be reasonably satisfactory in form and substance to CSFB and counsel to the
Underwriters.


                                       16


<PAGE>


         (m) TERMINATION OF THIS AGREEMENT. If any condition specified in this
Section 5 shall not have been fulfilled when and as required to be fulfilled,
this Underwriting Agreement may be terminated by the Underwriters by notice to
the Company at any time at or prior to the Closing Time, and such termination
shall be without liability of any party to any other party except as provided in
Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such
termination and remain in full force and effect.

         SECTION 6. INDEMNIFICATION.

         (a) INDEMNIFICATION OF UNDERWRITERS. The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who controls each
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

                  (i) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged untrue statement of a material fact contained in the
         Registration Statement (or any amendment thereto), or the omission or
         alleged omission therefrom of a material fact required to be stated
         therein or necessary to make the statements therein not misleading or
         arising out of any untrue statement or alleged untrue statement of a
         material fact included in any preliminary prospectus or the Prospectus
         (or any amendment or supplement thereto), or the omission or alleged
         omission therefrom of a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission; provided
         that (subject to Section 6(d) below) any such settlement is effected
         with the written consent of the Company; and

                  (iii) against any and all expense whatsoever, as incurred
         (including the fees and disbursements of counsel chosen by the
         Underwriters), reasonably incurred in investigating, preparing or
         defending against any litigation, or any investigation or proceeding by
         any governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under (i) or (ii) above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through CSFB expressly for use in the Registration Statement (or any
amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto); and provided, further, that the foregoing
indemnity agreement with respect to any preliminary prospectus shall not inure
to the benefit of any Underwriter, or the benefit of any person controlling any
Underwriter, if a copy of the Prospectus (as then amended or supplemented if the
Company shall have furnished any


                                       17


<PAGE>


amendments or supplements thereto and excluding documents incorporated or deemed
to be incorporated by reference therein) was not sent or given by or on behalf
of such Underwriter to such person asserting any such losses, claims, damages or
liabilities at or prior to the written confirmation of the sale of such Notes to
such person, if required by law so to have been delivered, and if the Prospectus
(as so amended or supplemented) would have cured the defect giving rise to such
loss, claim, damage or expense.

         (b) INDEMNIFICATION OF COMPANY, TRUSTEES AND OFFICERS. Each Underwriter
severally agrees to indemnify and hold harmless the Company, its trustees, each
of its officers who signed the Registration Statement, and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act against any and all loss, liability, claim, damage
and expense described in the indemnity contained in subsection (a) of this
Section, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement
(or any amendment thereto), or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such Underwriter through CSFB
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).

         (c) ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. The indemnifying party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to such indemnified parties
and payment of all fees and expenses. The indemnified parties shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of the indemnified parties unless (i) the employment of such counsel
shall have been specifically authorized in writing by the indemnifying party,
(ii) the indemnifying party shall have failed to assume the defense and employ
counsel or (iii) the named parties to any such action (including any impleaded
parties) include both the indemnified parties and the indemnifying party and the
indemnified parties shall have been advised by such counsel that there may be
one or more legal defenses available to them which are different from or
additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified parties, it being understood, however, that the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for the indemnified parties, which firm shall be designated in writing
by the indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred). No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of


                                       18


<PAGE>


which indemnification or contribution could be sought under this Section 6 or
Section 7 hereof (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

         (d) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

         SECTION 7. CONTRIBUTION. If the indemnification provided for in Section
6 hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one
hand, and the Underwriters, on the other hand, from the offering of the Notes
pursuant hereto or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company, on the one hand, and the Underwriters, on the other hand,
in connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

         The relative benefits received by the Company, on the one hand, and
the Underwriters, on the other hand, in connection with the offering of the
Notes pursuant hereto shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of such Notes (before
deducting expenses) received by the Company and the total underwriting
discount received by the Underwriters, in each case as set forth on the cover
of the Prospectus, bear to the aggregate initial public offering price of
such Notes as set forth on such cover.

         The relative fault of the Company, on the one hand, and the
Underwriters, on the other hand, shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

         The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation


                                       19


<PAGE>


which does not take account of the equitable considerations referred to above in
this Section 7. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
7 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Notes underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of any such untrue or alleged
untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each trustee of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the number or aggregate principal amount, as the case may be, of
the Notes set forth opposite their respective names in the Schedule A hereto,
and not joint.

         SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties and agreements contained in this
Underwriting Agreement or in certificates of officers of the Company or any of
its subsidiaries submitted pursuant hereto or thereto shall remain operative and
in full force and effect, regardless of any investigation made by or on behalf
of any Underwriter or controlling person, or by or on behalf of the Company, and
shall survive delivery of and payment for the Notes.

         SECTION 9. TERMINATION.

         (a) The Underwriters may terminate this Underwriting Agreement, by
notice to the Company, at any time at or prior to Closing Time (i) if there has
occurred any change, or any development or event involving a prospective change,
in the condition (financial or other), business, properties or results of
operations of the Company and its subsidiaries taken as one enterprise which, in
the judgment of a majority in interest of the Underwriters, is material and
adverse and makes it impractical or inadvisable to proceed with completion of
the public offering or the sale of and payment for the Notes; (ii) any
downgrading in the rating of any debt securities of the Company by any NRSRO, or
any public announcement that any such organization has under surveillance or
review its rating of any debt securities of the Company (other than an
announcement with positive implications of a possible upgrading, and no
implication of a


                                       20


<PAGE>


possible downgrading, of such rating); (iii) any change in U.S. or international
financial, political or economic conditions or currency exchange rates or
exchange controls as would, in the judgment of a majority in interest of the
Underwriters, be likely to prejudice materially the success of the proposed
issue, sale or distribution of the Notes, whether in the primary market or in
respect of dealings in the secondary market; (iv) any material suspension or
material limitation of trading in securities generally on the New York Stock
Exchange, or any setting of minimum prices for trading on such exchange, or any
suspension of trading of any securities of the Company on any exchange or in the
over-the-counter market; (v) any banking moratorium declared by U.S. Federal or
New York authorities; (vi) any major disruption of settlements of securities or
clearance services in the United States or (vii) any attack on, outbreak or
escalation of hostilities or act of terrorism involving the United States, any
declaration of war by Congress or any other national or international calamity
or emergency if, in the judgment of a majority in interest of the Underwriters,
the effect of any such attack, outbreak, escalation, act, declaration, calamity
or emergency makes it impractical or inadvisable to proceed with completion of
the public offering or the sale of and payment for the Notes.

         (b) If this Agreement is terminated pursuant to this Section 9, such
termination shall be without liability of any party to any other party except as
provided in Section 4, and provided further that Sections 6 and 7 hereof shall
survive such termination.

         SECTION 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS. If one or more
of the Underwriters shall fail at the Closing Time to purchase the Notes which
it or they are obligated to purchase hereunder (the "Defaulted Securities"),
then CSFB shall have the right, within 24 hours thereafter, to make arrangements
for one or more of the non-defaulting Underwriters, or any other underwriters,
to purchase all, but not less than all, of the Defaulted Securities in such
amounts as may be agreed upon and upon the terms herein set forth; if, however,
CSFB shall not have completed such arrangements within such 24-hour period,
then:

                  (a) if the aggregate principal amount of Defaulted Securities
         does not exceed 10% of the aggregate principal amount of the Notes to
         be purchased on such date pursuant hereto, the non-defaulting
         Underwriters shall be obligated, severally and not jointly, to purchase
         the full amount thereof in the proportions that their respective
         underwriting obligations hereunder bear to the underwriting obligations
         of all non-defaulting Underwriters, or

                  (b) if the aggregate principal amount of Defaulted Securities
         exceeds 10% of the aggregate principal amount of the Notes to be
         purchased on such date pursuant hereto, this Underwriting Agreement
         shall terminate without liability on the part of any non-defaulting
         Underwriter or the Company.

         No action taken pursuant to this Section 10 shall relieve any
defaulting Underwriter from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Underwriting Agreement, either CSFB or the Company shall have the right
to postpone the Closing Time for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or the Prospectus or
in any other documents or arrangements.


                                       21


<PAGE>


         SECTION 11. 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
Underwriters shall be directed to CSFB at Eleven Madison Avenue, New York, New
York 10010-3629, attention Transaction Advisory Group; and notices to the
Company shall be directed to it at 400 Centre Street, Newton, MA 02458,
attention of John G. Murray.

         SECTION 12. PARTIES. This Underwriting Agreement shall inure to the
benefit of and be binding upon the Company, and the Underwriters and their
respective successors. Nothing expressed or mentioned in this Underwriting
Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Underwriters and the Company and their respective
successors and the controlling persons and officers and trustees referred to in
Sections 6 and 7 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Underwriting
Agreement or any provision herein contained. This Underwriting Agreement and all
conditions and provisions hereof are intended to be for the sole and exclusive
benefit of the parties hereto and their respective successors, and said
controlling persons and officers and trustees and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation. No
purchaser of the Notes from any Underwriter shall be deemed to be a successor by
reason merely of such purchase.

         SECTION 13. GOVERNING LAW AND TIME. THIS UNDERWRITING AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

         SECTION 14. EFFECT OF HEADINGS. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.


                                       22


<PAGE>


         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this Underwriting Agreement, along with all counterparts, will become a binding
agreement between the Underwriters and the Company in accordance with its terms.

                                         Very truly yours,

                                         HOSPITALITY PROPERTIES TRUST



                                         By /s/ MARK L. KLEIFGES
                                            -----------------------------------
                                            Name: Mark L. Kleifges
                                            Title: Treasurer


The foregoing Underwriting Agreement is hereby
 confirmed and accepted as of the date first above
 written.

CREDIT SUISSE FIRST BOSTON CORPORATION
WACHOVIA SECURITIES, INC.
BMO NESBITT BURNS CORP.
CIBC WORLD MARKETS CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
ING FINANCIAL MARKETS LLC
PNC CAPITAL MARKETS, INC.
SG COWEN SECURITIES CORPORATION
WELLS FARGO INVESTMENT SERVICES, LLC

By  CREDIT SUISSE FIRST BOSTON CORPORATION



By /s/ ERIC ANDERSON
   -----------------------------------------------
   Name: Eric Anderson
   Title: Managing Director


                                       23


<PAGE>


                                                                     SCHEDULE A

<TABLE>
<CAPTION>
                                                                                           PRINCIPAL AMOUNT
                              NAME OF UNDERWRITER                                              OF NOTES
                              -------------------                                          ----------------
<S>                                                                                       <C>
Credit Suisse First Boston Corporation........................................               $ 103,250,000
Wachovia Securities, Inc......................................................                  35,000,000
BMO Nesbitt Burns Corp........................................................                   5,250,000
CIBC World Markets Corp.......................................................                   5,250,000
Credit  Lyonnais Securities (USA) Inc.........................................                   5,250,000
ING Bank Financial Markets LLC................................................                   5,250,000
PNC Capital Markets, Inc......................................................                   5,250,000
SG Cowen Securities Corporation...............................................                   5,250,000
Wells Fargo Investment Services, LLC..........................................                   5,250,000
                                                                                             -------------
         Total................................................................               $ 175,000,000
                                                                                             =============
</TABLE>


<PAGE>


                                                                      EXHIBIT A


                      FORM OF OPINION OF COMPANY'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)


         (1) The Company is a real estate investment trust duly formed and
validly existing under and by virtue of the laws of the State of Maryland and is
in good standing with the State Department of Assessments and Taxation of
Maryland.

         (2) The Company has trust power to own and lease its properties and to
conduct its business as described in the Prospectus and to enter into and
perform its obligations under the Underwriting Agreement.

         (3) The Company is duly qualified to transact business and is in good
standing in each jurisdiction other than the State of Maryland in which the
ownership or leasing of its properties requires such qualification, except where
the failure to so qualify or be in good standing would not result in a Material
Adverse Effect.

         (4) The Underwriting Agreement and the Indenture have been duly
authorized, executed and delivered by the Company.

         (5) The Notes have been duly authorized and, when executed and
authenticated in accordance with the terms of the Underwriting Agreement, will
be valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms. The holders of the Notes will be entitled to the
benefits of the Indenture.

         (6) The Indenture is a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.

         (7) The Notes and the Indenture conform in all material respects to the
descriptions thereof in the Registration Statement and the Prospectus.

         (8) (a) The statements under the captions (i) "The Company," "Recent
Developments" and "Description of the Notes" in the Prospectus Supplement and
(ii) "Description of Debt Securities," in the Prospectus, and (b) the statements
under the captions (i) "Items 1 and 2. Business and Properties -- The Company --
Principal Lease or Management Features," "Item 5. Market for Registrant's Common
Equity and Related Shareholder Matters," and "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Overview" and
"Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition -- Liquidity and Capital Resources" in the Annual Report,
(ii) "Other Information -- Certain Relationships and Related Party Transactions"
in the Company's Proxy Statement relating to the May 7, 2002 Annual Meeting of
Shareholders (incorporated by reference in the Annual Report), insofar as such
statements constitute summaries of legal matters, documents or proceedings
referred to therein, fairly present in all material respects the information
called for with respect to such legal matters, documents and proceedings.


                                       A-1


<PAGE>


         (9) The statements under the captions "Material Federal Income Tax
Considerations" in the Prospectus Supplement and the statements under the
captions "Federal Income Tax Considerations" and "ERISA Plans, Keogh Plans and
Individual Retirement Accounts" under the caption "Items 1 and 2. Business and
Properties" in the Annual Report, as of the date of the filing of the Annual
Report with the Commission, insofar as such statements constitute summaries of
legal matters or documents referred to therein, fairly present in all material
respects the information called for with respect to such legal matters and
documents.

         (10) To such counsel's knowledge, except as disclosed in the
Prospectus, the Company is not in violation of its declaration of trust or
bylaws and no default by the Company exists in the due performance or observance
of any obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument that is described or referred to in the Registration Statement or the
Prospectus or filed or incorporated by reference as an exhibit to the
Registration Statement and to which the Company or any of its subsidiaries is a
party or by which it or any of them may be bound or to which any of the assets,
properties or operations of the Company is subject, except for such violations
or defaults which would not result in a Material Adverse Effect.

         (11) The execution, delivery and performance of the Underwriting
Agreement and the consummation of the transactions contemplated in the
Underwriting Agreement and in the Registration Statement and the Prospectus
(including the issuance and sale of the Notes and the use of the proceeds from
the sale of the Notes as described under the caption "Use of Proceeds" in the
Prospectus Supplement) and compliance by the Company with its obligations
thereunder do not and will not, whether with or without the giving of notice or
passage of time or both, conflict with or constitute a breach of, or default or
Repayment Event under, or result in the creation or imposition of any lien,
charge or encumbrance upon any assets, properties or operations of the Company
or pursuant to, any material contract, indenture, mortgage, deed of trust, loan
or credit agreement, note, lease or any other agreement or instrument that is
described or referred to in the Registration Statement or the Prospectus or
filed or incorporated by reference as an exhibit to the Registration Statement
and to which the Company or any of its subsidiaries is a party or by which it or
any of them may be bound or to which any of the assets, properties or operations
of the Company is subject, nor will such action result in any violation of the
provisions of the declaration of trust or bylaws of the Company or in any
material respect any applicable law, statute, rule, regulation, judgment, order,
writ or decree, known to such counsel, of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over the
Company or any of its subsidiaries or any of their assets, properties or
operations, in each case except as disclosed in the Prospectus.

         (12) To such counsel's knowledge, except as disclosed in the Prospectus
there is not pending or threatened any action, suit, proceeding, inquiry or
investigation to which the Company is a party or to which the assets, properties
or operations of the Company is subject, before or by any court or government
agency or body which would, if determined adversely to the Company, result in a
Material Adverse Effect or materially and adversely affect the consummation of
the transactions contemplated under the Underwriting Agreement, the issuance of
the Notes pursuant thereto or the right or ability of the Company to perform its
obligations thereunder.


                                       A-2


<PAGE>


         (13) To such counsel's knowledge, there is no contract or other
document which is required to be described in the Registration Statement or the
Prospectus that is not described therein or is required to be filed as an
exhibit to the Registration Statement which is not so filed.

         (14) To such counsel's knowledge, there are no statutes or regulations
that are required to be described in the Prospectus that are not described as
required.

         (15) The Registration Statement has been declared effective under the
1933 Act. Any required filing of the Prospectus pursuant to Rule 424(b) has been
made in the manner and within the time period required by Rule 424(b). To such
counsel's knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933 Act and no proceedings for
that purpose have been initiated or are pending or threatened by the Commission.

         (16) The Registration Statement and the Prospectus, excluding the
documents incorporated by reference therein, and each amendment or supplement to
the Registration Statement and Prospectus, excluding the documents incorporated
by reference therein, as of their respective effective or issue dates (other
than financial statements and other financial data and schedules and the
Trustee's Statement of Eligibility on Form T-1, as to which such counsel need
not express any opinion), complied as to form in all material respects with the
requirements of the 1933 Act.

         (17) Each document incorporated by reference in the Registration
Statement or Prospectus (other than financial statements and other financial
data and schedules, as to which such counsel need not express any opinion)
complied as to form in all material respects with the 1934 Act when filed with
the Commission.

         (18) No authorization, approval, consent, license, order, registration,
qualification or decree of any federal, Massachusetts, Delaware or Maryland
court or governmental authority or agency is necessary or required for the due
authorization, execution or delivery by the Company of the Underwriting
Agreement or for the performance by the Company of the transactions contemplated
under the Prospectus, the Underwriting Agreement or the Indenture, other than
those which have already been made, obtained or rendered as applicable.

         (19) The Indenture has been duly qualified under the 1939 Act.

         (20) The Company is not, and upon the issuance and sale of the Notes as
contemplated by the Underwriting Agreement and the application of the net
proceeds therefrom as described in the Prospectus will not be, an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

         (21) The Company has qualified to be taxed as a real estate investment
trust pursuant to Sections 856-860 of the Code for each of the taxable years
ended December 31, 1995 through December 31, 2001, and the Company's current
anticipated investments and its current plan of operation will enable it to
continue to meet the requirements for qualification and taxation as a real
estate investment trust under the Code; actual qualification of the Company as a
real estate investment trust, however, will depend upon the Company's continued
ability to meet, and its


                                       A-3


<PAGE>


meeting, through actual annual operating results and distributions, the various
qualification tests imposed under the Code.

         (22) The Advisor is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware, and has
the requisite limited liability company power and authority to conduct its
business as described in the Prospectus and to own and operate its material
properties.

         (23) The Advisory Agreement has been duly authorized, executed and
delivered by the parties thereto and constitutes the valid agreement of the
parties thereto, enforceable in accordance with its terms.

         (24) No facts have come to such counsel's attention that would lead
them to believe that (x) the Registration Statement, as of the filing of the
Company's Annual Report with the Commission, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein not misleading or (y) the
Prospectus, at the time it was first provided to the Underwriters for use in
connection with the offering of the Notes or at the date hereof, included or
includes an untrue statement of a material fact or omitted or omits to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that such
counsel need not express any views as to the financial statements and other
financial data and schedules included in the Registration Statement or the
Prospectus.

         Such counsel need not express any opinion as to compliance with, or
filings with or authorizations, approvals, consents, licenses, orders,
registrations, qualifications or decrees under, state securities or "Blue Sky"
laws. Such counsel's opinions with respect to the validity or enforceability of
agreements may be qualified to the extent that the obligations, rights and
remedies of parties may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting generally creditors'
rights and remedies, and (ii) general principles of equity (regardless of
whether considered in a proceeding at law or in equity), and otherwise in a
manner acceptable to the Underwriters.


                                       A-4


<PAGE>


                                                                      EXHIBIT B


                   FORM OF OPINION OF SPECIAL MARYLAND COUNSEL
                    TO BE DELIVERED PURSUANT TO SECTION 5(c)


         1. The Company is a real estate investment trust duly formed and
validly existing under and by virtue of the laws of the State of Maryland and is
in good standing with the State Department of Assessments and Taxation of the
State of Maryland, with trust power to own and lease its properties and to
conduct its business, in all material respects as described in the Prospectus,
and to enter into and perform its obligations under, or as contemplated under,
the Underwriting Agreement.

         2. The Company has trust power to execute, deliver and perform its
obligations under the Underwriting Agreement and to issue and deliver the Notes.
The execution and delivery of the Underwriting Agreement and the Indenture and
the performance by the Company of is obligations thereunder have been duly
authorized by the Board of Trustees of the Company.

         3. The Underwriting Agreement and the Indenture have been duly executed
and, so far as is known to us, delivered by the Company.

         4. The sale and issuance of the Notes pursuant to the Underwriting
Agreement have been duly authorized by the Board of Trustees of the Company and
when the Notes are executed, issued and authenticated in the manner provided for
in the Indenture and delivered against payment of the consideration therefor
specified in the Underwriting Agreement and otherwise in accordance with the
Resolutions, the Notes will be validly issued.

         5. The execution, delivery and performance by the Company of the
Underwriting Agreement and the consummation of the transactions contemplated
therein will not constitute a violation of the Maryland REIT Law, the
Declaration of Trust or the Bylaws.

         6. The information in the Base Prospectus under the caption
"Description of Certain Provisions of Maryland Law and our Declaration of Trust
and Bylaws" as of the Closing Time, insofar as such information relates to
provisions of Maryland law, fairly summarizes such provisions of Maryland law in
all material respects.

         8. So far as is known to us, except as disclosed in the Prospectus, the
Company is not in violation of the Declaration of Trust or Bylaws except for any
such violations which would not in the aggregate result in a material adverse
effect on the business, operations, earnings, business prospects, properties or
condition (financial or otherwise) of the Company.

         9. The execution, delivery and performance of the Underwriting
Agreement and the consummation of the transactions contemplated in the
Underwriting Agreement and in the Registration Statement and the Prospectus
(including the issuance and sale of the Notes and the use of the proceeds from
the sale of the Notes as described under the caption "Use of Proceeds"


                                       B-1


<PAGE>


in the Prospectus Supplement) and compliance by the Company with its obligations
thereunder do not and will not result in a violation of the Declaration of Trust
or the Bylaws or in any material respect the Maryland REIT Law.

         11. No authorization, approval, consent, license, order or decree of,
or filing, registration of qualification with, any Maryland governmental
authority or agency (other than any Maryland governmental authority or agency
dealing with securities laws or laws relating to the ownership or operation of
the properties owned by the Company located in the State of Maryland, as to both
of which no opinion is hereby expressed) is necessary or required for the due
authorization, execution or delivery by the Company of the Underwriting
Agreement or for the performance by the Company of the transactions contemplated
under the Prospectus or the Underwriting Agreement, other than those which have
already been made, obtained or rendered, as applicable.


                                       B-2


<PAGE>


                                                                      EXHIBIT C


                   CERTIFICATE OF HOSPITALITY PROPERTIES TRUST
             PURSUANT TO SECTION 5(f) OF THE UNDERWRITING AGREEMENT


         Each of the undersigned hereby certifies:

1.       Each of the undersigned is providing this certificate in connection
         with the offering of $175 aggregate principal amount of Hospitality
         Properties Trust's (the "Company") 6 3/4% Senior Notes due February 15,
         2013 (the "Offering"). In connection with the Offering, the Company has
         executed an Underwriting Agreement, dated January 16, 2002 (the
         "Underwriting Agreement"), with Credit Suisse First Boston Corporation
         and the several underwriters identified in Schedule A of the
         Underwriting Agreement. Certain terms not defined herein have the
         meaning given to them in the Underwriting Agreement.

2.       Each of the undersigned is familiar with the accounting, operations and
         records systems of the Company.

3.       Each of the undersigned has reviewed the audited consolidated balance
         sheets and consolidated statements of capitalization of the Company and
         its subsidiaries as of December 31, 2001 and 2000 and the related
         consolidated statements of income, retained earnings, comprehensive
         income and cash flows for each of the three years in the period ended
         December 31, 2001 and the independent auditors' report on such audited
         financial statements dated January 15, 2002, issued by Arthur Andersen
         LLP, all incorporated by reference into the Prospectus.

         To the best of each of the undersigned's knowledge, such financial
         statements described in this paragraph 3 fairly present, in all
         material respects, the financial condition of the Company and its
         consolidated subsidiaries, and their results of operations and cash
         flows for the periods shown, and such financial statements have been
         prepared in conformity with U.S. generally accepted accounting
         principles applied on a consistent basis;

         The Annual Report on Form 10-K for the year ended December 31, 2001,
         and Quarterly Reports on Form 10-Q for the fiscal quarters ended March
         31, 2002, June 30, 2002 and September 30, 2002 (collectively, the
         "Reports"), fully comply with the requirements of Section 13(a) or
         15(d) of the Securities and Exchange Act of 1934; and the information
         contained in each Report fairly presents, in all material respects, the
         financial condition and results of operations of the Company as of its
         date of filing with the Securities and Exchange Commission.

         This certificate is being furnished to the Underwriters in connection
         with the Offering, solely to assist in conducting its investigation of
         the Company and its subsidiaries in connection with the Offering. This
         certificate shall not be used, quoted or otherwise referred to without
         the prior written consent of the Company.


                                       C-1


<PAGE>


         IN WITNESS WHEREOF, the undersigned have hereunto set their hand this
24th day of January 2003.




- ----------------------------------------    -----------------------------------
John G. Murray                              Barry M. Portnoy
President, Chief Operating Officer and      Managing Trustee
Secretary




- ----------------------------------------
Mark Kleifges
Chief Financial Officer and Treasurer
(10-Q for fiscal quarter ended
September 30, 2002 only)




- ----------------------------------------
Thomas M. O'Brien
Chief Financial Officer and Treasurer
(excluding 10-Q for fiscal quarter ended
September 30, 2002)


                                      C-2

