<SUBMISSION>
<ACCESSION-NUMBER>0001047469-03-030128
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20030904
<ITEMS>5
<ITEMS>7
<FILING-DATE>20030908
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>HOSPITALITY PROPERTIES TRUST
<CIK>0000945394
<ASSIGNED-SIC>6798
<IRS-NUMBER>043262075
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-11527
<FILM-NUMBER>03886361
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>400 CENTRE ST
<CITY>NEWTON
<STATE>MA
<ZIP>02158
<PHONE>6179648389
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>400 CENTRE STREET
<CITY>NEWTON
<STATE>MA
<ZIP>02158
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a2118424z8-k.htm
<DESCRIPTION>8-K
<TEXT>
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</HEAD>
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<P ALIGN="CENTER"><FONT SIZE=5><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>  </B></FONT><FONT SIZE=2><B>WASHINGTON, DC 20549  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=5><B>FORM 8-K  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=3><B>CURRENT REPORT<BR>
PURSUANT TO SECTION 13 OR 15(d) OF THE<BR>
SECURITIES EXCHANGE ACT OF 1934  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>Date of Report (Date of earliest event reported): SEPTEMBER 4, 2003 </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=5><B>HOSPITALITY PROPERTIES TRUST<BR>
<BR>  </B></FONT><FONT SIZE=2>(Exact Name of Registrant as Specified in Its Charter) </FONT></P>

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<TD WIDTH="32%" ALIGN="CENTER"><FONT SIZE=2><B>MARYLAND<BR> </B></FONT><FONT SIZE=2>(State of organization)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="32%" ALIGN="CENTER"><FONT SIZE=2><B>1-11527<BR> </B></FONT><FONT SIZE=2>(Commission<BR>
file number)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="32%" ALIGN="CENTER"><FONT SIZE=2><B>04-3262075<BR> </B></FONT><FONT SIZE=2>(I.R.S.&nbsp;employer<BR>
identification&nbsp;no.)</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD COLSPAN=5 ALIGN="CENTER"><FONT SIZE=2><BR>
<BR></FONT> <FONT SIZE=2><B>400 Centre Street, Newton, Massachusetts 02458<BR> </B></FONT><FONT SIZE=2>(Address of Principal Executive Offices) (Zip Code)</FONT></TD>
</TR>
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<P ALIGN="CENTER"><FONT SIZE=2>Registrant's
telephone number, including area code: 617-964-8389 </FONT></P>

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<P><FONT SIZE=2><B>ITEM 5&#151;OTHER EVENTS.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On September&nbsp;4, 2003, Hospitality Properties Trust (the "Company") agreed to sell an additional $125,000,000 aggregate principal amount of its
6<SUP>3</SUP>/<SMALL>4</SMALL>% senior notes due February&nbsp;15, 2013 (the "Notes"). The Notes are expected to constitute an additional issuance of the Company's 6.75% senior notes due February&nbsp;15,
2013, $175,000,000 of which are currently outstanding, and will be traded under the same CUSIP number (44106MAF9). The Notes are expected to be issued on September&nbsp;9, 2003, and will be issued
under the Company's indenture dated February&nbsp;25, 1998, as supplemented by the indenture supplement dated January&nbsp;24, 2003. The Notes will be senior unsecured obligations of the Company
and will have substantially the same covenants as the Company's other outstanding senior unsecured notes issued under that indenture. The Company expects to use the estimated $121.6&nbsp;million net
proceeds from this offering to reduce amounts outstanding under its revolving bank credit facility. The underwriter for the Notes is UBS Securities LLC. A prospectus supplement relating to the
6<SUP>3</SUP>/<SMALL>4</SMALL>% senior notes due February&nbsp;15, 2013 referenced above will be filed with the Securities and Exchange Commission. This Current Report on Form&nbsp;8-K shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to
registration of qualification under the securities laws of any such state. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES REFORM ACT OF 1995, INCLUDING WITH RESPECT TO THE COMPANY'S ISSUANCE OF THE NOTES AND
REDUCTION OF AMOUNTS OUTSTANDING UNDER ITS REVOLVING BANK CREDIT FACILITY. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY'S PRESENT EXPECTATIONS, BUT THESE STATEMENTS AND THE IMPLICATIONS
OF THESE STATEMENTS ARE NOT GUARANTEED. </FONT></P>

<P><FONT SIZE=2><B>ITEM 7.&nbsp;&nbsp;&nbsp;&nbsp;FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS  </B></FONT></P>

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<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="92%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
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<TD COLSPAN=3><FONT SIZE=2>(c) Exhibits.</FONT></TD>
</TR>
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<TD WIDTH="6%"><FONT SIZE=2><BR>
1.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="92%"><FONT SIZE=2><BR>
Underwriting Agreement dated as of September&nbsp;4, 2003 between Hospitality Properties Trust and UBS Securities LLC pertaining to $125,000,000 in aggregate principal amount of 6<SUP>3</SUP>/<SMALL>4</SMALL>% senior notes due February&nbsp;15,
2013.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="6%"><FONT SIZE=2><BR>
8.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="92%"><FONT SIZE=2><BR>
Opinion of Sullivan&nbsp;&amp; Worcester LLP re: tax matters.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="6%"><FONT SIZE=2><BR>
23.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="92%"><FONT SIZE=2><BR>
Consent of Sullivan&nbsp;&amp; Worcester LLP (contained in Exhibit&nbsp;8.1).</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="6%"><FONT SIZE=2><BR>
23.2</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="92%"><FONT SIZE=2><BR>
Consent of Ernst&nbsp;&amp; Young LLP.</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="jc2323_signatures"> </A>
<A NAME="toc_jc2323_1"> </A>
<BR></FONT><FONT SIZE=2><B>SIGNATURES    <BR>    </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized. </FONT></P>

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<TD COLSPAN=2><FONT SIZE=2>HOSPITALITY PROPERTIES TRUST</FONT></TD>
</TR>
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<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><BR><FONT SIZE=2>By:</FONT></TD>
<TD WIDTH="54%" ALIGN="CENTER"><FONT SIZE=2><BR>
/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>MARK L. KLEIFGES</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Mark L. Kleifges<BR></FONT> <FONT SIZE=2><I>Treasurer</I></FONT></TD>
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<P><FONT SIZE=2>Date:
September&nbsp;4, 2003 </FONT></P>

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<FONT SIZE=2><A HREF="#toc_jc2323_1">SIGNATURES</A></FONT><BR>
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<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>a2118424zex-1_1.htm
<DESCRIPTION>EXHIBIT 1.1
<TEXT>
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<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit 1.1  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>$125,000,000  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>HOSPITALITY PROPERTIES TRUST<BR>
(a Maryland real estate investment trust)  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>6<SUP>3</SUP>/<SMALL>4</SMALL>% Senior Notes due February&nbsp;15, 2013  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ka2323_underwriting_agreement"> </A>
<A NAME="toc_ka2323_1"> </A>
<BR></FONT><FONT SIZE=2><B>UNDERWRITING AGREEMENT    <BR>    </B></FONT></P>

<P><FONT SIZE=2>September&nbsp;4,
2003 </FONT></P>

<P><FONT SIZE=2>UBS
Securities LLC<BR>
677 Washington Blvd.<BR>
Stamford, CT 06901 </FONT></P>

<P><FONT SIZE=2>Ladies
and Gentlemen: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Hospitality
Properties Trust, a Maryland real estate investment trust (the "Company"), confirms its agreement with UBS Securities LLC (the "Underwriter"), with respect to the sale by the
Company and the purchase by the Underwriter of $125,000,000 aggregate principal amount of the Company's 6<SUP>3</SUP>/<SMALL>4</SMALL>% Senior Notes due February&nbsp;15, 2013 (the "Notes") at a purchase price
of 97.415% of the principal amount of the Notes, plus accrued interest from August&nbsp;15, 2003. The Notes are to be issued pursuant to an indenture dated as of February&nbsp;25, 1998 and a
supplemental indenture dated as of January&nbsp;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"). Upon their issuance, the Notes will constitute an additional issuance of the Company's 6<SUP>3</SUP>/<SMALL>4</SMALL>% Senior Notes due February&nbsp;15, 2013, $175,000,000 of which
(the "Original Notes") the Company previously issued on January&nbsp;24, 2003 and are currently outstanding. Unless otherwise specifically stated, the term "Notes" does not include the Original
Notes. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company has filed with the Securities and Exchange Commission (the "Commission") registration statements on Form&nbsp;S-3 (Nos. 333-43573 and
333-84064) for the registration of debt securities, preferred shares of beneficial interest, depositary shares, common 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&nbsp;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&nbsp;15, 1998 and March&nbsp;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 Underwriter 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&nbsp;462(b) of the 1933 Act Regulations (the "Rule&nbsp;462(b) Registration Statement"), then, after such filing, all references
to "Registration Statement" shall also be deemed to include the Rule&nbsp;462 Registration Statement. For purposes of this Underwriting Agreement, all references to the Registration Statement and
Prospectus, or to any amendment or supplement to </FONT></P>

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<P><FONT SIZE=2>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"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
274 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". </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION
1. </FONT><FONT SIZE=2><I>Representations and Warranties.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Representations and Warranties by the Company.</I></FONT><FONT SIZE=2> The Company represents and warrants to the Underwriter, as of the date
hereof, as follows: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Compliance with Registration Requirements. </I></FONT><FONT SIZE=2>The Company meets the requirements for use of Form&nbsp;S-3
under the 1933 Act. The Registration Statement (including any Rule&nbsp;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&nbsp;462(b) Registration Statement) has been issued under the 1933 Act and no 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
the respective times the Registration Statement (including any Rule&nbsp;462(b) Registration Statement) and any post-effective amendments thereto (including the filing
of the Company's most recent Annual Report on Form&nbsp;10-K for the year ended December&nbsp;31, 2002 with the Commission (the "Annual Report")) became effective and as of the date
hereof, the Registration Statement (including any Rule&nbsp;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 the Underwriter expressly for use in the Registration Statement or the Prospectus. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;424 under
the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Prospectus delivered to the Underwriter for use in connection with the offering of the Notes will, </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2>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&nbsp;S-T. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Incorporated Documents. </I></FONT><FONT SIZE=2>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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Independent Accountants. </I></FONT><FONT SIZE=2>The accountants who certified the financial statements and any supporting schedules thereto
included in the Registration Statement 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Financial Statements. </I></FONT><FONT SIZE=2>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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>No Material Adverse Change in Business. </I></FONT><FONT SIZE=2>Since the respective dates as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein, (A)&nbsp;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)&nbsp;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)&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Good Standing of the Company. </I></FONT><FONT SIZE=2>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 </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2>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 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(7)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Good Standing of Subsidiaries. </I></FONT><FONT SIZE=2>Each "significant subsidiary" of the Company (as such term is defined in
Rule&nbsp;1-02 of Regulation&nbsp;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. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(8)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Capitalization. </I></FONT><FONT SIZE=2>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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(9)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Authorization of this Underwriting Agreement. </I></FONT><FONT SIZE=2>This Underwriting Agreement has been duly authorized, executed and
delivered by the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(10)&nbsp;</FONT><FONT
SIZE=2><I>Authorization of the Notes. </I></FONT><FONT SIZE=2>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). </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(11)&nbsp;</FONT><FONT
SIZE=2><I>Authorization of the Indenture. </I></FONT><FONT SIZE=2>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 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). </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(12)&nbsp;</FONT><FONT
SIZE=2><I>Descriptions of the Notes and the Indenture. </I></FONT><FONT SIZE=2>The Notes and the Indenture will conform in all material respects to the
statements relating thereto contained in the Prospectus and will be in </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<BR>

<P><FONT SIZE=2>substantially
the form filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(13)&nbsp;</FONT><FONT
SIZE=2><I>Absence of Defaults and Conflicts. </I></FONT><FONT SIZE=2>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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(14)&nbsp;</FONT><FONT
SIZE=2><I>Absence of Labor Dispute. </I></FONT><FONT SIZE=2>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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(15)&nbsp;</FONT><FONT
SIZE=2><I>Absence of Proceedings. </I></FONT><FONT SIZE=2>There is no action, suit, proceeding, inquiry or investigation before or brought by any court or
governmental agency or body, domestic 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(16)&nbsp;</FONT><FONT
SIZE=2><I>Accuracy of Exhibits.</I></FONT><FONT SIZE=2> There are no contracts or documents which are required to be described in the Registration
Statement, the Prospectus or the documents incorporated by </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<BR>

<P><FONT SIZE=2>reference
therein or to be filed as exhibits thereto which have not been so described and filed as required. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(17)&nbsp;</FONT><FONT
SIZE=2><I>Absence of Further Requirements.</I></FONT><FONT SIZE=2> 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)&nbsp;such as are
otherwise described in the Prospectus and (y)&nbsp;such that the failure to obtain would not have a Material Adverse Effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(18)&nbsp;</FONT><FONT
SIZE=2><I>Possession of Intellectual Property. </I></FONT><FONT SIZE=2>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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(19)&nbsp;</FONT><FONT
SIZE=2><I>Possession of Licenses and Permits. </I></FONT><FONT SIZE=2>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 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(20)&nbsp;</FONT><FONT
SIZE=2><I>Title to Property.</I></FONT><FONT SIZE=2> 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)&nbsp;as otherwise stated in the Registration Statement and the Prospectus, (B)&nbsp;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&nbsp;million or
(C)&nbsp;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. Except as otherwise stated in the Registration Statement and the Prospectus, 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. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(21)&nbsp;</FONT><FONT
SIZE=2><I>Commodity Exchange Act. </I></FONT><FONT SIZE=2>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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(22)&nbsp;</FONT><FONT
SIZE=2><I>Investment Company Act. </I></FONT><FONT SIZE=2>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"). </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(23)&nbsp;</FONT><FONT
SIZE=2><I>Environmental Laws. </I></FONT><FONT SIZE=2>(a)&nbsp;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. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;Except
as described in the Prospectus, (i)&nbsp;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 of human health and safety, the environment, hazardous or toxic substances and wastes, pollutants and
contaminants ("Environmental Laws"), (ii)&nbsp;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)&nbsp;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)&nbsp;and (iii), as otherwise disclosed in the
Prospectus or as would not, singly or in the aggregate, have a Material Adverse Effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;In
respect of each Hotel, (i)&nbsp;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)&nbsp;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)&nbsp;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)&nbsp;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. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(24)&nbsp;</FONT><FONT
SIZE=2><I>REIT Qualification. </I></FONT><FONT SIZE=2>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 2003 and subsequent years. The Company qualified as a real estate investment trust under the Code
for each of the taxable years ended December&nbsp;31, 1995 through December&nbsp;31, 2002. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(25)&nbsp;</FONT><FONT
SIZE=2><I>Possession of Insurance. </I></FONT><FONT SIZE=2>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. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(26)&nbsp;</FONT><FONT
SIZE=2><I>Absence of Indebtedness. </I></FONT><FONT SIZE=2>At the Closing Time, the Company will have no indebtedness for money borrowed except
(i)&nbsp;amounts outstanding under the Company's $350&nbsp;million aggregate principal amount credit facility which matures in 2005, (ii)&nbsp;$150&nbsp;million aggregate principal amount of
the Company's 7% Senior Notes due 2008, (iii)&nbsp;$50&nbsp;million aggregate principal amount of the Company's 9.125% Senior Notes due 2010, (iv)&nbsp;$125&nbsp;million aggregate principal
amount of the Company's 6.85% Senior Notes due 2013, (v)&nbsp;$175&nbsp;million aggregate principal amount of the Company's 6.75% Senior Notes due 2013, (vi)&nbsp;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&nbsp;million, and (vii)&nbsp;any indebtedness as to which the Underwriter shall have given its prior written consent. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(27)&nbsp;</FONT><FONT
SIZE=2><I>Disclosure Controls. </I></FONT><FONT SIZE=2>The Company has established and maintains disclosure controls and procedures (as such term is
defined in Rule&nbsp;13a-14 and 15d-14 under the 1934 Act) that (a)&nbsp;are designed to ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to the Company's Chief Executive Officer and its Chief Financial Officer (or persons performing similar functions), particularly during the periods in which
the filings made by the Company with the Commission which it may make under Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act are being prepared, (b)&nbsp;have been evaluated for effectiveness as
of a date within 90&nbsp;days prior to the filing of the Company's most recent Annual Report on Form&nbsp;10-K filed with the Commission and (c)&nbsp;are effective to perform the
functions for which they were established. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(28)&nbsp;</FONT><FONT
SIZE=2><I>Good Standing of the Advisor. </I></FONT><FONT SIZE=2>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&nbsp;&amp; Research LLC (the "Advisor"), whether or not arising in the ordinary course of business, that would have a Material Adverse Effect. The Advisor (A)&nbsp;is a limited liability
company duly organized, validly existing and in good standing under the laws of the State of Delaware, and (B)&nbsp;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&nbsp;1, 1998 and Amendment No.&nbsp;1 thereto dated as of
October&nbsp;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)&nbsp;the effect </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<P><FONT SIZE=2>of
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the rights or remedies of creditors or (b)&nbsp;the effect of general
principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(29)&nbsp;</FONT><FONT
SIZE=2><I>Periodic Reporting Requirements. </I></FONT><FONT SIZE=2>The Company is subject to the reporting requirements of either Section&nbsp;13 or
Section&nbsp;15(d) of the 1934 Act and files reports with the Commission on EDGAR. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Officers' Certificates.</I></FONT><FONT SIZE=2> Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to
any Underwriter or to counsel for the Underwriter in connection with the offering of the Notes shall be deemed a representation and warranty by the Company to the Underwriter as to the matters covered
thereby on the date of such certificate. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION
2. </FONT><FONT SIZE=2><I>Sale and Delivery to Underwriter; Closing.</I></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Notes.</I></FONT><FONT SIZE=2> The commitment of the Underwriter 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Payment.</I></FONT><FONT SIZE=2> The Company will deliver against payment of the purchase price (97.415% of the aggregate principal amount of the
Notes, plus accrued interest from August&nbsp;15, 2003 or $122,331,250 (which amount is the sum of the purchase price of $121,768,750 plus $562,500 of interest accrued from August&nbsp;15, 2003))
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&nbsp;&amp; 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 Underwriter in Federal (same day) funds by wire transfer to an account of the Company at a bank reasonably acceptable to the Underwriter on
September&nbsp;9, 2003, or at such other time not later than ten full business days thereafter as the Underwriter 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&nbsp;&amp;
Worcester LLP, Boston, Massachusetts at least 24&nbsp;hours prior to the Closing Time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Denominations; Registration.</I></FONT><FONT SIZE=2> The Notes shall be issued in such authorized denominations and registered in such names as
the Underwriter 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&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION
3. </FONT><FONT SIZE=2><I>Covenants of the Company.</I></FONT><FONT SIZE=2> The Company covenants with the Underwriter as follows: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;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 name of the Underwriter, the price at which the Notes are to be purchased by the Underwriter from the Company, and
such other information as the Underwriter 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&nbsp;424(b) of the 1933 Act Regulations and will furnish to the Underwriter as many copies (including by electronic means, if so requested in lieu of paper
copies) of the Prospectus (including such Prospectus Supplement) as they shall reasonably request. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;Until
the termination of the initial offering of the Notes, the Company will notify the Underwriter immediately, and confirm the notice in writing, (i)&nbsp;of the
effectiveness of any amendment to the Registration Statement, (ii)&nbsp;of the transmittal to the Commission for filing of any supplement or </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<BR>

<P><FONT SIZE=2>amendment
to the Prospectus or any document to be filed pursuant to the 1934 Act, (iii)&nbsp;of the receipt of any comments from the Commission with respect to the Notes, (iv)&nbsp;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)&nbsp;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. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;Until
the termination of the initial offering of the Notes, the Company will give the Underwriter 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
Underwriter 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&nbsp;424(b) of the 1933 Act Regulations), will furnish the Underwriter 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 Underwriter shall reasonably
object. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;The
Company will deliver to the Underwriter 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&nbsp;S-3). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;The
Company will furnish to the Underwriter, 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 Underwriter may reasonably request for the purposes
contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or 1934 Act Regulations. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;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 Underwriter,
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 the
Underwriter and either (i)&nbsp;forthwith prepare and furnish to the Underwriter an amendment of or supplement to the Prospectus or (ii)&nbsp;make an appropriate filing pursuant to
Section&nbsp;13, 14 or 15 of the 1934 Act, in each case, in form and substance reasonably satisfactory to counsel for the Underwriter, 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. The Underwriter's delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions in Section&nbsp;5 hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;The
Company will endeavor in good faith, in cooperation with the Underwriter, 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 Underwriter 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;The
Company will make generally available to its security holders as soon as reasonably practicable, but not later than 90&nbsp;days after the close of the period
covered thereby, an earning </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>10</FONT></P>

<HR NOSHADE>
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<BR>

<P><FONT SIZE=2>statement
of the Company (in form complying with the provisions of Rule&nbsp;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&nbsp;158 of the 1933 Act Regulations. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;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. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;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 the Underwriter 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 Underwriter; provided however, such period shall not end later than the 15<SUP>th</SUP> day after the Closing Time. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION
4. </FONT><FONT SIZE=2><I>Payment of Expenses.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Expenses.</I></FONT><FONT SIZE=2> The Company will pay all expenses incident to the performance of its obligations under this Underwriting
Agreement, including (i)&nbsp;the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto,
(ii)&nbsp;the preparation, issuance and delivery of the Notes and any certificates for the Notes to the Underwriter, including any transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Notes to the Underwriter, (iii)&nbsp;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)&nbsp;the qualification of the Notes under state securities laws in accordance with the provisions of Section&nbsp;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)&nbsp;the printing and delivery to the Underwriter of copies of the Prospectus and any amendments or supplements thereto, (vi)&nbsp;the fees charged by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule&nbsp;436(g) under the 1933 Act, a "NRSRO") for the rating of the Notes, (vii)&nbsp;the filing fees incident to, and the reasonable fees and
disbursements of counsel to the Underwriter in connection with, the review, if any, by the National Association of Securities Dealers,&nbsp;Inc. (the "NASD") of the terms of the sale of the Notes,
and (viii)&nbsp;the cost of providing any CUSIP or other identification numbers on the Notes. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Termination of Agreement.</I></FONT><FONT SIZE=2> If this Underwriting Agreement is terminated by the Underwriter in accordance with the
provisions of Section&nbsp;5 or Section&nbsp;9(a)(i)&nbsp;hereof, the Company shall reimburse the Underwriter for all of its out-of-pocket expenses, including the
reasonable fees and disbursements of counsel for the Underwriter. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION
5. </FONT><FONT SIZE=2><I>Conditions of Underwriter's Obligations.</I></FONT><FONT SIZE=2> The obligation of the Underwriter to purchase and pay for the Notes pursuant to the
terms hereof is subject to the accuracy of the representations and warranties of the Company contained in Section&nbsp;1 hereof or in certificates of any officer of the </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>11</FONT></P>

<HR NOSHADE>
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<BR>

<P><FONT SIZE=2>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: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Effectiveness of Registration Statement.</I></FONT><FONT SIZE=2> The Registration Statement, including any Rule&nbsp;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 Underwriter. 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&nbsp;424(b). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Opinion of Counsel for Company</I></FONT><FONT SIZE=2>. At Closing Time, the Underwriter shall have received the favorable opinion, dated as of
Closing Time, of Sullivan&nbsp;&amp; Worcester LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit&nbsp;A hereto. In
rendering their opinion, such counsel may rely on an opinion dated the Closing Time of Venable 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 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Opinion of Special Maryland Counsel for Company</I></FONT><FONT SIZE=2>. At Closing Time, the Underwriter shall have received the favorable
opinion, dated as of Closing Time, of Venable LLP, special Maryland counsel for the Company, in form and substance satisfactory to counsel for the Underwriter, to the effect set forth in
Exhibit&nbsp;B hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Opinion of Counsel for Underwriter.</I></FONT><FONT SIZE=2> At Closing Time, the Underwriter shall have received the favorable opinion, dated as
of Closing Time, of Sidley Austin Brown&nbsp;&amp; Wood llp, counsel for the Underwriter with respect to the matters set forth in paragraphs (4), (5), (6), (7), (15)&nbsp;and (16)&nbsp;of
Exhibit&nbsp;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&nbsp;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&nbsp;T-1s, as to which they make no statement), at the time the Registration Statement (including any Rule&nbsp;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. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 and the federal law of the United
States, upon the opinions of counsel satisfactory to the Underwriter and may rely on an opinion dated the Closing time of Venable LLP as to matters governed by the laws of the State of Maryland and on
an opinion of Sullivan&nbsp;&amp; 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 </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>12</FONT></P>

<HR NOSHADE>
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<A NAME="page_ka2323_1_13"> </A>
<UL>

<P><FONT SIZE=2>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. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Officers' Certificate.</I></FONT><FONT SIZE=2> 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 Underwriter 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)&nbsp;there has been no Material Adverse Effect, (ii)&nbsp;the representations and
warranties in Section&nbsp;1(a) are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii)&nbsp;the Company has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv)&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Certificate of the Company Regarding Financial Statements.</I></FONT><FONT SIZE=2> At the Closing Time the Underwriter shall have received a
certificate of the Company substantially in the form of Exhibit&nbsp;C hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Advisor's Certificate.</I></FONT><FONT SIZE=2> 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 Underwriter shall have received, at Closing Time, a certificate of the President or a Vice President of the Advisor evidencing compliance with this subsection (g). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Accountant's Comfort Letter.</I></FONT><FONT SIZE=2> At the time of the execution of this Underwriting Agreement, the Underwriter shall have
received from Ernst&nbsp;&amp; Young LLP a letter dated such date, in form and substance satisfactory to the Underwriter 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Bring-down Comfort Letter.</I></FONT><FONT SIZE=2> At Closing Time, the Underwriter shall have received from Ernst&nbsp;&amp; 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)&nbsp;of this Section&nbsp;5, except that the specified
date referred to shall be a date not more than three business days prior to the Closing Time. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Ratings.</I></FONT><FONT SIZE=2> At Closing Time, the Notes shall have the ratings of Baa3 by Moody's Investors Service,&nbsp;Inc. ("Moody's")
and BBB- by Standard&nbsp;&amp; Poor's Rating Service ("S&amp;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&amp;P, and neither Moody's nor S&amp;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; provided, however the Underwriter acknowledges that on July&nbsp;8, 2003 Moody's changed the Company's rating outlook to "negative" and
on July&nbsp;22, 2003 S&amp;P changed the Company's rating outlook to "negative." </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>No Objection.</I></FONT><FONT SIZE=2> 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Additional Documents.</I></FONT><FONT SIZE=2> At Closing Time, counsel to the Underwriter 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 </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>13</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=13,SEQ=13,EFW="2118424",CP="HOSPITALITY PROPERTIES TRUST",DN="2",CHK=255916,FOLIO='13',FILE='DISK030:[03BOS3.03BOS2323]KA2323A.;15',USER='CMCELRO',CD=';8-SEP-2003;14:55' -->
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<BR>

<P><FONT SIZE=2>Notes
as herein contemplated shall be reasonably satisfactory in form and substance to the Underwriter and counsel to the Underwriter. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Termination of this Agreement.</I></FONT><FONT SIZE=2> If any condition specified in this Section&nbsp;5 shall not have been fulfilled when and
as required to be fulfilled, this Underwriting Agreement may be terminated by the Underwriter 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&nbsp;4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION
6. </FONT><FONT SIZE=2><I>Indemnification.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Indemnification of Underwriter.</I></FONT><FONT SIZE=2> The Company agrees to indemnify and hold harmless the Underwriter, its officers and
directors and each person, if any, who controls the Underwriter within the meaning of Section&nbsp;15 of the 1933 Act or Section&nbsp;20 of the 1934 Act as follows: </FONT></P>

<UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(i)</FONT></DT><DD><FONT SIZE=2>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;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>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&nbsp;6(d) below) any such settlement is effected with the written consent of the Company; and
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(iii)</FONT></DT><DD><FONT SIZE=2>against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), 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)&nbsp;or (ii)&nbsp;above; </FONT></DD></DL>
</UL>
<UL>
<UL>

<P><FONT SIZE=2>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 the Underwriter 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 the Underwriter, its officers or directors, or the benefit of any person controlling the Underwriter, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements thereto sufficiently in advance of the required delivery time to enable the Underwriter to make delivery and excluding
documents incorporated or deemed to be incorporated by reference therein) was not sent or given by or on behalf of the 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 </FONT></P>

</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>14</FONT></P>

<HR NOSHADE>
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<UL>
<UL>

<P><FONT SIZE=2>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. </FONT></P>

</UL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Indemnification of Company, Trustees and Officers.</I></FONT><FONT SIZE=2> The Underwriter 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&nbsp;15 of the 1933 Act or Section&nbsp;20 of
the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a)&nbsp;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 the Underwriter expressly for use in the Registration Statement (or any amendment thereto)
or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Actions against Parties; Notification.</I></FONT><FONT SIZE=2> 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)&nbsp;the employment of such counsel shall have been specifically authorized in writing by the indemnifying party, (ii)&nbsp;the indemnifying
party shall have failed to assume the defense and employ counsel or (iii)&nbsp;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 which indemnification or contribution could be sought under this Section&nbsp;6 or Section&nbsp;7 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or consent (i)&nbsp;includes an unconditional release of each indemnified party from all liability arising out of such
litigation, investigation, proceeding or claim and (ii)&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Settlement without Consent if Failure to Reimburse.</I></FONT><FONT SIZE=2> 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&nbsp;6(a)(ii)&nbsp;effected without its written consent if (i)&nbsp;such settlement is entered into more than 45&nbsp;days after receipt by such indemnifying party of the aforesaid
request, (ii)&nbsp;such indemnifying party shall have received notice of the terms of such settlement at least 30&nbsp;days prior to </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>15</FONT></P>

<HR NOSHADE>
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<A NAME="page_ka2323_1_16"> </A>
<BR>

<P><FONT SIZE=2>such
settlement being entered into and (iii)&nbsp;such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION
7. </FONT><FONT SIZE=2><I>Contribution. </I></FONT><FONT SIZE=2>If the indemnification provided for in Section&nbsp;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)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the
Company, on the one hand, and the Underwriter, on the other hand, from the offering of the Notes pursuant hereto or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and
the Underwriter, 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
relative benefits received by the Company, on the one hand, and the Underwriter, 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
Underwriter, 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
relative fault of the Company, on the one hand, and the Underwriter, 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 Underwriter and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company and the Underwriter agree that it would not be just and equitable if contribution pursuant to this Section&nbsp;7 were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to above in this Section&nbsp;7. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
the provisions of this Section&nbsp;7, the Underwriter shall not 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 the Underwriter has otherwise been required to pay by reason of any such
untrue or alleged untrue statement or omission or alleged omission. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of this Section&nbsp;7, each person, if any, who controls the Underwriter within the meaning of Section&nbsp;15 of the 1933 Act or Section&nbsp;20 of the 1934 Act
shall have the same rights to contribution as the 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&nbsp;15 of the 1933 Act or Section&nbsp;20 of the 1934 Act shall have the same rights to contribution as the Company. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>16</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION
8. </FONT><FONT SIZE=2><I>Representations, Warranties and Agreements to Survive Delivery. </I></FONT><FONT SIZE=2>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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION
9. </FONT><FONT SIZE=2><I>Termination.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;The
Underwriter may terminate this Underwriting Agreement, by notice to the Company, at any time at or prior to Closing Time (i)&nbsp;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 the Underwriter, 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)&nbsp;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 possible downgrading, of such rating); provided,
however the Underwriter acknowledges that on July&nbsp;8, 2003 Moody's changed the Company's rating outlook to "negative" and on July&nbsp;22, 2003 S&amp;P changed the Company's rating outlook to
"negative" and neither Moody's July&nbsp;8, 2003 action or S&amp;P's July&nbsp;22, 2003 action shall give rise to a termination right under this Section&nbsp;9; (iii)&nbsp;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 the Underwriter, 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)&nbsp;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)&nbsp;any banking moratorium declared by U.S. Federal or New York authorities; (vi)&nbsp;any major disruption of settlements
of securities or clearance services in the United States or (vii)&nbsp;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 the Underwriter, 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;If
this Agreement is terminated pursuant to this Section&nbsp;9, such termination shall be without liability of any party to any other party except as provided in
Section&nbsp;4, and provided further that Sections 6 and 7 hereof shall survive such termination. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION
10. </FONT><FONT SIZE=2><I>Notices. </I></FONT><FONT SIZE=2>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 Underwriter shall be directed to it at 677 Washington Blvd., Stamford, CT 06901 or via fax at
(203)&nbsp;719-0495, attention Fixed Income Syndicate; and notices to the Company shall be directed to it at 400 Centre Street, Newton, MA 02458, attention of John G. Murray. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION
11. </FONT><FONT SIZE=2><I>Parties. </I></FONT><FONT SIZE=2>This Underwriting Agreement shall inure to the benefit of and be binding upon the Company, and the Underwriter and
its 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 Underwriter 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 </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>17</FONT></P>

<HR NOSHADE>
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<A NAME="page_ka2323_1_18"> </A>
<BR>

<P><FONT SIZE=2>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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION
12. </FONT><FONT SIZE=2><I>GOVERNING LAW AND TIME. </I></FONT><FONT SIZE=2>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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION
13. </FONT><FONT SIZE=2><I>Effect of Headings. </I></FONT><FONT SIZE=2>The Article and Section headings herein are for convenience only and shall not affect the construction
hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Underwriter and the Company in accordance with its terms. </FONT></P>

<!-- User-specified TAGGED TABLE -->
<TABLE WIDTH="100%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
Very truly yours,<BR></FONT> <FONT SIZE=2>HOSPITALITY PROPERTIES TRUST</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><BR><FONT SIZE=2>By</FONT></TD>
<TD WIDTH="54%"><FONT SIZE=2><BR>
/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>MARK L. KLEIFGES</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Name: Mark L. Kleifges<BR>
Title: Treasurer</FONT></TD>
</TR>
</TABLE>
<!-- end of user-specified TAGGED TABLE -->


<P><FONT SIZE=2>The
foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. </FONT></P>

<P><FONT SIZE=2>UBS SECURITIES LLC</FONT></P>

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<TABLE WIDTH="100%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="51%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="4%"><FONT SIZE=2>By</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="51%"><FONT SIZE=2>/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>CHRIS FORSHNER</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Name: Chris Forshner<BR>
Title: Executive Director</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="39%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="51%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="4%"><FONT SIZE=2>By</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="51%"><FONT SIZE=2>/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>RYAN DONOVAN</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Name: Ryan Donovan<BR>
Title: Associate Director</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="39%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>18</FONT></P>

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NAME="page_kb2323_1_1"> </A> </FONT></P>

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<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit&nbsp;A  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kb2323_form_of_opinion_of_company_s_c__for02979"> </A>
<A NAME="toc_kb2323_1"> </A>
<BR></FONT><FONT SIZE=2><B>FORM OF OPINION OF COMPANY'S COUNSEL<BR>  TO BE DELIVERED PURSUANT TO<BR>  SECTION 5(b)    <BR>    </B></FONT></P>

<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(1)</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(2)</FONT></DT><DD><FONT SIZE=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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(3)</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(4)</FONT></DT><DD><FONT SIZE=2>The
Underwriting Agreement and the Indenture have been duly authorized, executed and delivered by the Company.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(5)</FONT></DT><DD><FONT SIZE=2>The
Notes have been duly authorized and, when executed and authenticated in accordance with the terms of the Indenture, 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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(6)</FONT></DT><DD><FONT SIZE=2>The
Indenture is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(7)</FONT></DT><DD><FONT SIZE=2>The
Notes and the Indenture conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(8)</FONT></DT><DD><FONT SIZE=2>(a)
The statements under the captions (i)&nbsp;"The Company," "Recent Developments" and "Description of the Notes" in the Prospectus Supplement and (ii)&nbsp;"Description of Debt
Securities," in the Prospectus, and (b)&nbsp;the statements under the captions (i)&nbsp;"Item 1. Business&#151;The Company&#151;Principal Lease or Management Features," "Item 5.
Market for the Registrant's Common Equity and Related Shareholder Matters," and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations&#151;Overview" and
"Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition&#151;Liquidity and Capital Resources" in the Annual Report, (ii)&nbsp;"Other
Information&#151;Certain Relationships and Related Party Transactions" in the Company's Proxy Statement relating to the May&nbsp;6, 2003 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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(9)</FONT></DT><DD><FONT SIZE=2>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. Business" 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. </FONT></DD></DL>
<P ALIGN="CENTER"><FONT SIZE=2>A-1</FONT></P>

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<A NAME="page_kb2323_1_2"> </A>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(10)</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(11)</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(12)</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(13)</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(14)</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(15)</FONT></DT><DD><FONT SIZE=2>The
Registration Statement has been declared effective under the 1933 Act. Any required filing of the Prospectus pursuant to Rule&nbsp;424(b) has been made in the manner and within
the time period required by Rule&nbsp;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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(16)</FONT></DT><DD><FONT SIZE=2>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 </FONT></DD></DL>
<P ALIGN="CENTER"><FONT SIZE=2>A-2</FONT></P>

<HR NOSHADE>
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<UL>

<P><FONT SIZE=2>effective
or issue dates (other than financial statements and other financial data and schedules and the Trustee's Statement of Eligibility on Form&nbsp;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. </FONT></P>

</UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(17)</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(18)</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(19)</FONT></DT><DD><FONT SIZE=2>The
Indenture has been duly qualified under the 1939 Act.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(20)</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(21)</FONT></DT><DD><FONT SIZE=2>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&nbsp;31,
1995 through December&nbsp;31, 2002, 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 meeting, through actual annual operating results and distributions, the various qualification tests imposed under the Code.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(22)</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(23)</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(24)</FONT></DT><DD><FONT SIZE=2>No
facts have come to such counsel's attention that would lead them to believe that (x)&nbsp;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)&nbsp;the Prospectus, at the time it was first provided to the Underwriter 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. </FONT></DD></DL>
<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>A-3</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>may
be qualified to the extent that the obligations, rights and remedies of parties may be limited by (i)&nbsp;bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
generally creditors' rights and remedies, and (ii)&nbsp;general principles of equity (regardless of whether considered in a proceeding at law or in equity), and otherwise in a manner acceptable to
the Underwriter. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>A-4</FONT></P>

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<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit&nbsp;B  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc2323_form_of_opinion_of_special_mar__for03244"> </A>
<A NAME="toc_kc2323_1"> </A>
<BR></FONT><FONT SIZE=2><B>FORM OF OPINION OF SPECIAL MARYLAND COUNSEL<BR>  TO BE DELIVERED PURSUANT TO SECTION 5(c)    <BR>    </B></FONT></P>

<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>1.</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>2.</FONT></DT><DD><FONT SIZE=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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>3.</FONT></DT><DD><FONT SIZE=2>The
Underwriting Agreement and the Indenture have been duly executed and, so far as is known to us, delivered by the Company.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>4.</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>5.</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>6.</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>8.</FONT></DT><DD><FONT SIZE=2>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.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>9.</FONT></DT><DD><FONT SIZE=2>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 result in a violation of the Declaration of Trust or the Bylaws or in any material respect the Maryland
REIT Law.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>11.</FONT></DT><DD><FONT SIZE=2>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 </FONT></DD></DL>
<P ALIGN="CENTER"><FONT SIZE=2>B-1</FONT></P>

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<P><FONT SIZE=2>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. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>B-2</FONT></P>

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<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit&nbsp;C  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kd2323_certificate_of_hospitality_pro__cer03945"> </A>
<A NAME="toc_kd2323_1"> </A>
<BR></FONT><FONT SIZE=2><B>CERTIFICATE OF HOSPITALITY PROPERTIES TRUST<BR>  PURSUANT TO SECTION 5(f) OF THE UNDERWRITING AGREEMENT    <BR>    </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
of the undersigned hereby certifies: </FONT></P>

<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>1.</FONT></DT><DD><FONT SIZE=2>Each
of the undersigned is providing this certificate in connection with the offering of $125,000,000 aggregate principal amount of Hospitality Properties Trust's (the "Company")
6<SUP>3</SUP>/<SMALL>4</SMALL>% Senior Notes due February&nbsp;15, 2013 (the "Offering"). In connection with the Offering, the Company has executed an Underwriting Agreement, dated September&nbsp;4, 2003
(the "Underwriting Agreement"), with UBS Securities LLC. Certain terms not defined herein have the meaning given to them in the Underwriting Agreement.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>2.</FONT></DT><DD><FONT SIZE=2>Each
of the undersigned is familiar with the accounting, operations and records systems of the Company.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>3.</FONT></DT><DD><FONT SIZE=2>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&nbsp;31,
2002 and 2001 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&nbsp;31, 2002, all
incorporated by reference into the Prospectus. </FONT></DD></DL>
<BR>
<UL>

<P><FONT SIZE=2>To
the best of each of the undersigned's knowledge, such financial statements described in this paragraph&nbsp;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; </FONT></P>

<P><FONT SIZE=2>The
Annual Report on Form&nbsp;10-K for the year ended December&nbsp;31, 2002, and Quarterly Reports on Form&nbsp;10-Q for the fiscal quarters ended March&nbsp;31, 2003
and June&nbsp;30, 2003 (collectively, the "Reports"), fully comply with the requirements of Section&nbsp;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. </FONT></P>

<P><FONT SIZE=2>This
certificate is being furnished to the Underwriter 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. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>C-1</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the undersigned have hereunto set their hand this [&nbsp;&nbsp;&nbsp;&nbsp;&#149;&nbsp;&nbsp;&nbsp;&nbsp;] day of August&nbsp;2003. </FONT></P>

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<TD WIDTH="40%"><BR><HR NOSHADE><FONT SIZE=2> John G. Murray<BR></FONT> <FONT SIZE=2><I>President, Chief Operating Officer and Secretary</I></FONT></TD>
<TD WIDTH="18%" ALIGN="CENTER"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="40%"><BR><HR NOSHADE><FONT SIZE=2> Barry M. Portnoy<BR></FONT> <FONT SIZE=2><I>Managing Trustee</I></FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="40%"><BR><HR NOSHADE><FONT SIZE=2> Mark Kleifges<BR></FONT> <FONT SIZE=2><I>Chief Financial Officer and Treasurer</I></FONT></TD>
<TD WIDTH="18%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="40%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=2>C-2</FONT></P>

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<FONT SIZE=2><A HREF="#toc_ka2323_1">UNDERWRITING AGREEMENT</A></FONT><BR>
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<FONT SIZE=2><A HREF="#toc_kb2323_1">FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)</A></FONT><BR>
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<FONT SIZE=2><A HREF="#toc_kc2323_1">FORM OF OPINION OF SPECIAL MARYLAND COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(c)</A></FONT><BR>
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<FONT SIZE=2><A HREF="#toc_kd2323_1">CERTIFICATE OF HOSPITALITY PROPERTIES TRUST PURSUANT TO SECTION 5(f) OF THE UNDERWRITING AGREEMENT</A></FONT><BR>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>4
<FILENAME>a2118424zex-8_1.htm
<DESCRIPTION>EXHIBIT 8.1
<TEXT>
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<BR>
<P ALIGN="RIGHT"><FONT SIZE=2><B> Exhibit&nbsp;8.1  </B></FONT></P>

<UL>
<UL>
<UL>
<UL>
<UL>
<UL>
<UL>
<UL>
<UL>
<UL>
<UL>

<P><FONT SIZE=2>September&nbsp;4,
2003 </FONT></P>

</UL>
</UL>
</UL>
</UL>
</UL>
</UL>
</UL>
</UL>
</UL>
</UL>
</UL>

<P><FONT SIZE=2>Hospitality
Properties Trust<BR>
400 Centre Street<BR>
Newton, Massachusetts 02458 </FONT></P>

<P><FONT SIZE=2>Ladies
and Gentlemen: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following opinion is furnished to Hospitality Properties Trust, a Maryland real estate investment trust (the "Company"), to be filed with the Securities and Exchange Commission as
Exhibit&nbsp;8.1 to the Company's Current Report on Form&nbsp;8-K to be filed within one week of the date hereof, under the Securities Exchange Act of 1934, as amended. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
have acted as counsel for the Company in connection with its Registration Statements on Forms S-3, File No.&nbsp;333-43573 and File
No.&nbsp;333-84064 (the "Registration Statements"), under the Securities Act of 1933, as amended (the "Act"), and we have reviewed originals or copies, certified or otherwise identified
to our satisfaction, of the Registration Statements, corporate records, certificates and statements of officers and accountants of the Company and of public officials, and such other documents as we
have considered relevant and necessary in order to furnish the opinion hereinafter set forth. Specifically, and without limiting the generality of the foregoing, we have reviewed: (i)&nbsp;the
Company's declaration of trust, as amended, restated and supplemented, and the by-laws of the Company, as amended and restated; (ii)&nbsp;the final prospectus supplement dated
September&nbsp;4, 2003 (the "Prospectus Supplement") to the final prospectus dated March&nbsp;20, 2002 (as supplemented by the Prospectus Supplement, the "Prospectus") which forms a part of the
Registration Statements, relating to the Company's offering of $125,000,000 additional aggregate principal amount of its 6.75% Senior Notes due February&nbsp;15, 2013; (iii)&nbsp;the sections in
Item 1 of the Company's Annual Report on Form&nbsp;10-K for its fiscal year ended December&nbsp;31, 2002 (the "Form 10-K") captioned "Federal Income Tax Considerations" and "ERISA
Plans, Keogh Plans and Individual Retirement Accounts"; and (iv)&nbsp;the section in Item 5 of the Company's Current Report on Form&nbsp;8-K dated July&nbsp;1, 2003 (the "July
Form&nbsp;8-K") captioned "Supplementary federal income tax considerations". With respect to all questions of fact on which the opinion set forth below is based, we have assumed the
accuracy and completeness of and have relied on the information set forth in the Prospectus, the Form&nbsp;10-K, and the July
Form&nbsp;8-K and in the documents incorporated therein by reference, and on representations and certifications made to us by officers of the Company and others. We have not
independently verified such information. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
opinion set forth below is based upon the Internal Revenue Code of 1986, as amended, the Treasury Regulations issued thereunder, published administrative interpretations thereof, and
judicial decisions with respect thereto, all as of the date hereof (collectively, the "Tax Laws"), and upon the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor
regulations issued thereunder, published administrative interpretations thereof, and judicial decisions with respect </FONT></P>

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<P><FONT SIZE=2>Hospitality
Properties Trust<BR>
September 4, 2003<BR>
Page 2 </FONT></P>

<P><FONT SIZE=2>thereto,
all as of the date hereof (collectively, the "ERISA Laws"). No assurance can be given that the Tax Laws or the ERISA Laws will not change. In preparing the discussions with respect to Tax
Laws and ERISA Laws matters in the section of Item 1 of the Form&nbsp;10-K captioned "Federal Income Tax Considerations," as supplemented by the discussions in the section of Item 5 of
the July Form&nbsp;8-K captioned "Supplementary federal income tax considerations" and in the section of the Prospectus Supplement captioned "Material federal income tax considerations,"
and in the section of Item 1 of the Form&nbsp;10-K captioned "ERISA Plans, Keogh Plans and Individual Retirement Accounts," we have made certain assumptions and expressed certain
conditions and qualifications therein, all of which assumptions, conditions and qualifications are incorporated herein by reference. With respect to all questions of fact on which our opinion is
based, we have assumed the initial and continuing truth, accuracy and completeness of: (i)&nbsp;the information set forth in the Form&nbsp;10-K, the July Form&nbsp;8-K
and the Prospectus and in the documents incorporated therein by reference; and (ii)&nbsp;representations made to us by officers of the Company or others or contained in the
Form&nbsp;10-K, the July Form&nbsp;8-K, the Prospectus and in the documents incorporated therein by reference, in each such instance without regard to qualifications such
as "to the best knowledge of" or "in the belief of". </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
have relied upon, but not independently verified, the foregoing assumptions. If any of the foregoing assumptions are inaccurate or incomplete for any reason, or if the transactions
described in the Form&nbsp;10-K, the July Form&nbsp;8-K or the Prospectus, or the documents incorporated therein by reference, have been consummated in a manner that is
inconsistent with the manner contemplated therein, our opinion as expressed below may be adversely affected and may not be relied upon. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based
upon and subject to the foregoing, we are of the opinion that the discussions with respect to Tax Laws and ERISA Laws matters in the section of Item 1 of the
Form&nbsp;10-K captioned "Federal Income Tax Considerations," as supplemented by the discussions in the section of Item 5 of the July Form&nbsp;8-K captioned "Supplementary
federal income tax considerations" and in the section of the Prospectus Supplement captioned "Material federal income tax considerations," and in the section of Item 1 of the
Form&nbsp;10-K captioned "ERISA Plans, Keogh Plans and Individual Retirement Accounts" in all material respects are accurate and fairly summarize the Tax Laws issues and the ERISA Laws
issues addressed therein, and hereby confirm that the opinions of counsel referred to in said sections represent our opinions on the subject matter thereof. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
opinion above is limited to the matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other matters or any other transactions.
Further, we disclaim any undertaking to advise you of any subsequent changes of the matters stated, represented or assumed herein or any subsequent changes in the Tax Laws or the ERISA Laws. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
opinion is intended solely for the benefit and use of the Company, and is not to be used, released, quoted, or relied upon by anyone else for any purpose (other than as required by
law) without our prior written consent. We hereby consent to the filing of a copy of this letter as an exhibit to the Company's Current Report on Form&nbsp;8-K referred to in the first
paragraph hereof, which is incorporated by reference in the Company's Registration Statements, and to the references to our firm in such Form&nbsp;8-K and the Prospectus Supplement. In
giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section&nbsp;7 of the Act or under the rules and regulations of the
Securities and Exchange Commission promulgated thereunder. </FONT></P>

<UL>
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<UL>

<P><FONT SIZE=2>Very
truly yours,<BR>
SULLIVAN&nbsp;&amp; WORCESTER LLP </FONT></P>

</UL>
</UL>
</UL>
</UL>
</UL>
</UL>
</UL>
</UL>
</UL>
</UL>
</UL>
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<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>a2118424zex-23_2.htm
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
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<FONT SIZE=3 ><A HREF="#03BOS2323_4">QuickLinks</A></FONT>
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<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit&nbsp;23.2  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="mg2323_consent_of_independent_auditors"> </A>
<A NAME="toc_mg2323_1"> </A>
<BR></FONT><FONT SIZE=2><B>Consent of Independent Auditors    <BR>    </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We consent to the reference to our firm under the caption "Experts" in the Prospectus Supplement to the Registration Statements (Form&nbsp;S-3
No.&nbsp;333-43573 and 333-84064) of Hospitality Properties Trust for the offering of $125,000,000 of 6.75% senior notes due 2013 and to the incorporation by reference
therein of our report dated February&nbsp;18, 2003, with respect to the consolidated financial statements and schedule of Hospitality Properties Trust included in its Annual Report
(Form&nbsp;10-K) for the year ended December&nbsp;31, 2002, filed with the Securities and Exchange Commission. </FONT></P>

<P ALIGN="RIGHT"><FONT SIZE=2>/s/
Ernst&nbsp;&amp; Young LLP </FONT></P>

<P><FONT SIZE=2>Boston,
Massachusetts<BR>
September&nbsp;4, 2003 </FONT></P>

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