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<Page>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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

       Date of Report (Date of earliest event reported): FEBRUARY 10, 2005

                          HOSPITALITY PROPERTIES TRUST
             (Exact Name of Registrant as Specified in Its Charter)

                                    MARYLAND
                 (State or Other Jurisdiction of Incorporation)

                  1-11527                            04-3262075
          (Commission File Number)        (IRS Employer Identification No.)

     400 CENTRE STREET, NEWTON, MASSACHUSETTS                       02458
    (Address of Principal Executive Offices)                     (Zip Code)

                                  617-964-8389
              (Registrant's Telephone Number, Including Area Code)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<Page>

ITEM 8.01. OTHER EVENTS.

On February 10, 2005, Hospitality Properties Trust (the "Company") agreed to
sell $300,000,000 aggregate principal amount of its 5 1/8% Senior Notes due
February 15, 2015 (the "Notes") in a public offering. The Notes are expected
to be issued on February 15, 2005, and will be issued under a supplemental
indenture to the Company's indenture dated February 25, 1998. 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 $297.2
million net proceeds from this offering to fund the planned acquisition of 13
hotels from subsidiaries of InterContinental Hotels Group, plc. The
underwriters for the offering are Wachovia Capital Markets, LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets Corporation,
Advest, Inc., Banc of America Securities LLC, BB&T Capital Markets, a
division of Scott & Stringfellow, Inc., Calyon Securities (USA) Inc.,
Citigroup Global Markets Inc., Commerzbank Capital Markets Corp., Deutsche
Bank Securities Inc., Ferris, Baker Watts, Incorporated, Harris Nesbitt
Corp., PNC Capital Markets, Inc., Keybanc Capital Markets, a division of
McDonald Investments Inc., Legg Mason Wood Walker, Incorporated, Morgan
Keegan & Co., Inc., Oppenheimer & Co. Inc., Scotia Capital (USA) Inc.,
Stifel, Nicolaus & Company, Incorporated, SunTrust Capital Markets, Inc.,
Piper Jaffray & Co., Wedbush Morgan Securities Inc. and Wells Fargo
Securities, LLC. A prospectus supplement relating to the Notes will be filed
with the Securities and Exchange Commission. This Current Report on Form 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.

THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND FEDERAL SECURITIES LAWS,
INCLUDING WITH RESPECT TO THE COMPANY'S ISSUANCE OF THE NOTES AND ITS
INTENDED USE OF THE PROCEEDS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON
THE COMPANY'S PRESENT EXPECTATIONS, BUT THESE STATEMENTS AND THE IMPLICATIONS
OF THESE STATEMENTS ARE NOT GUARANTEED.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c)    Exhibits

1.1    Underwriting Agreement, dated as of February 10, 2005, among the
       Company and Wachovia Capital Markets, LLC, Merrill Lynch, Pierce, Fenner
       & Smith Incorporated and RBC Capital Markets Corporation, acting on
       behalf of the underwriters named in Schedule I thereto, pertaining to
       $300,000,000 in aggregate principal amount of 5 1/8% Senior Notes due
       February 15, 2015.

2.1    Amended and Restated Purchase and Sale Agreement, dated as of February 9,
       2005, by and between BHR Texas, L.P., InterContinental Hotels Group
       Resources, Inc., Crowne Plaza LAX,

<Page>

       LLC, Holiday Pacific Partners Limited Partnership, 220 Bloor Street Hotel
       Inc. and Staybridge Markham, Inc., as sellers, and HPT IHG-2 Properties
       Trust, as buyer.

2.2    Amended and Restated Stock Purchase Agreement, dated as of February 9,
       2005, by and between Six Continents International Holdings B.V., as
       seller, and HPT IHG-2 Properties Trust, as buyer.

4.1    Form of Supplemental Indenture No. 8, to be dated as of February 15,
       2005, between Hospitality Properties Trust and U.S. Bank National
       Association, as successor trustee, including the form of 5 1/8% Senior
       Notes due 2015.

5.1    Opinion of Sullivan & Worcester LLP.

5.2    Opinion of Venable LLP.

8.1    Opinion of Sullivan & Worcester LLP re: tax matters.

23.1   Consent of Sullivan & Worcester LLP (contained in Exhibits 5.1 and 8.1).

23.2   Consent of Venable LLP (contained in Exhibit 5.2).

23.3   Consent of Ernst & Young LLP.

<Page>

                                   SIGNATURES

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

                              HOSPITALITY PROPERTIES TRUST

                              By: /s/ Mark L. Kleifges
                                  --------------------
                                  Mark L. Kleifges
                                  Treasurer and Chief Financial Officer
                                  Dated: February 11, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>a2151642zex-1_1.txt
<DESCRIPTION>EXHIBIT 1.1
<TEXT>

<Page>

                                                                     Exhibit 1.1

                                                                  EXECUTION COPY

                                  $300,000,000

                          HOSPITALITY PROPERTIES TRUST
                    (A MARYLAND REAL ESTATE INVESTMENT TRUST)

                    5 1/8% SENIOR NOTES DUE FEBRUARY 15, 2015

                             UNDERWRITING AGREEMENT

                                                               February 10, 2005


Wachovia Capital Markets, LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
RBC Capital Markets Corporation
   as Representative of the Underwriters
   c/o Wachovia Capital Markets, LLC
     One Wachovia Center
       301 South College Street, mail code NC0602
         Charlotte, North Carolina  28288

Ladies and Gentlemen:

     Hospitality Properties Trust, a Maryland real estate investment trust (the
"Company"), confirms its agreement with Wachovia Capital Markets, LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets Corporation
(the "Representatives") on behalf of the several underwriters named in SCHEDULE
I hereto (the "Underwriters", which shall include any other underwriter
substituted as provided in Section 10 hereof), with respect to the sale by the
Company and the purchase by each such Underwriter, severally, of the principal
amount of the Company's 5 1/8% Senior Notes due February 15, 2015 (the "Notes")
set forth opposite the name of each such Underwriter listed in SCHEDULE I
hereto at a purchase price of 99.164% of the principal amount of the Notes.
The Notes are to be issued pursuant to that certain Indenture dated as of
February 25, 1998 and that certain Supplemental Indenture No. 8 to be dated
as of February 15, 2005 (together, the "Indenture"), each between the Company
and U.S. Bank National Association as successor trustee to State Street Bank
and Trust Company (the "Trustee").

     The Company has filed with the Securities and Exchange Commission (the
"Commission") registration statements on Form S-3 (Nos. 333-43573 and 333-84064)
for the registration of debt securities, preferred shares of beneficial
interest, depositary shares representing preferred shares, common shares of
beneficial interest and warrants (collectively, the "Registered Securities")
under the Securities Act of 1933, as amended (the "1933 Act"), and the offering
thereof from time to time in accordance with Rule 415 of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act Regulations").
Such registration statements have been declared effective by the Commission on
January 15, 1998 and March 20, 2002, respectively, and the Indenture has been
duly qualified under the Trust Indenture Act of 1939, as amended (the "1939
Act"), and the Company has filed such post-effective amendments thereto

<Page>

as may be required and each such post-effective amendment has been declared
effective by the Commission. Such registration statements (as so amended, if
applicable) are referred to herein as the "Registration Statement"; and the
final prospectus and the final prospectus supplement relating to the offering of
the Notes, in the form first furnished to the Underwriters by the Company for
use in connection with the offering of the Notes, are collectively referred to
herein as the "Prospectus"; provided, however, that all references to the
"Registration Statement" and the "Prospectus" shall also be deemed to include
all documents incorporated therein by reference pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), prior to the date hereof;
provided, further, that if the Company files a registration statement with the
Commission pursuant to Rule 462(b) of the 1933 Act Regulations (the "Rule 462(b)
Registration Statement"), then, after such filing, all references to
"Registration Statement" shall also be deemed to include the Rule 462
Registration Statement. For purposes of this Underwriting Agreement, all
references to the Registration Statement and Prospectus, or to any amendment or
supplement to either of the foregoing shall be deemed to include any copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system ("EDGAR").

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

     The 285 hotels described in the Prospectus as being currently owned by the
Company as of the date hereof are collectively referred to herein as the
"Hotels".

     SECTION 1. REPRESENTATIONS AND WARRANTIES.

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

          (1)   COMPLIANCE WITH REGISTRATION REQUIREMENTS. The Company meets the
     requirements for use of Form S-3 under the 1933 Act. The Registration
     Statement (including any Rule 462(b) Registration Statement) has become
     effective under the 1933 Act and no stop order suspending the effectiveness
     of the Registration Statement (or such Rule 462(b) Registration Statement)
     has been issued under the 1933 Act and no proceedings for that purpose have
     been instituted or are pending or, to the knowledge of the Company, are
     contemplated by the Commission, and any request on the part of the
     Commission for additional information has been complied with. In addition,
     the Indenture has been duly qualified under the 1939 Act.

          At the respective times the Registration Statement (including any Rule
     462(b) Registration Statement) and any post-effective amendments thereto
     (including the filing

                                        2
<Page>

     of the Company's most recent Annual Report on Form 10-K for the year ended
     December 31, 2003 with the Commission (the "Annual Report")) became
     effective and as of the date hereof, the Registration Statement (including
     any Rule 462(b) Registration Statement) and any amendments thereto complied
     and will comply in all material respects with the requirements of the 1933
     Act and the 1933 Act Regulations and the 1939 Act and the rules and
     regulations of the Commission under the 1939 Act (the "1939 Act
     Regulations") and did not and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading. At the
     date of the Prospectus and at the Closing Time as defined below, neither
     the Prospectus nor any amendments and supplements thereto included or will
     include an untrue statement of a material fact or omitted or will omit to
     state a material fact necessary in order to make the statements therein, in
     the light of the circumstances under which they were made, not misleading.
     Notwithstanding the foregoing, the representations and warranties in this
     subsection shall not apply to statements in or omissions from the
     Registration Statement or the Prospectus made in reliance upon and in
     conformity with information furnished to the Company in writing by any
     Representative expressly for use in the Registration Statement or the
     Prospectus.

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

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

          (3)   INDEPENDENT ACCOUNTANTS. The accountants who certified the
     financial statements and any supporting schedules thereto included in the
     Registration Statement 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, and Ernst & Young LLP currently
     is an independent registered public accounting firm, as defined by the 1934
     Act and the Public Company Accounting Oversight Board (United States).

          (4)   FINANCIAL STATEMENTS. The financial statements of the Company
     included in the Registration Statement and the Prospectus, together with
     the related schedules and notes, as well as those financial statements,
     schedules and notes of any other entity included therein, present fairly
     the financial position of the Company and its consolidated

                                        3
<Page>

     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; no other historical
     or pro forma financial statements, schedules or notes are required to be
     included in the Prospectus. Such financial statements have been prepared in
     conformity with generally accepted accounting principles in the United
     States ("GAAP") applied on a consistent basis throughout the periods
     involved. The supporting schedules, if any, included in the Registration
     Statement and the Prospectus present fairly in accordance with GAAP the
     information required to be stated therein. The selected financial data and
     the summary financial information included in the Prospectus present fairly
     the information shown therein and have been compiled on a basis consistent
     with that of the audited financial statements included in the Registration
     Statement and the Prospectus. In addition, any pro forma financial
     statements of the Company and its subsidiaries and the related notes
     thereto included in the Registration Statement and the Prospectus present
     fairly the information shown therein, have been prepared in accordance with
     the Commission's rules and guidelines with respect to pro forma financial
     statements and have been properly compiled on the bases described therein,
     and the assumptions used in the preparation thereof are reasonable and the
     adjustments used therein are appropriate to give effect to the transactions
     and circumstances referred to therein.

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

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

                                        4
<Page>

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

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

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

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

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

                                        5
<Page>

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

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

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

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

                                        6
<Page>

     subsidiaries, might reasonably be expected to result in a Material Adverse
     Effect, or which might reasonably be expected to materially and adversely
     affect the consummation of the transactions contemplated under the
     Prospectus, this Underwriting Agreement, the Indenture or the performance
     by the Company of its obligations hereunder and thereunder. The aggregate
     of all pending legal or governmental proceedings to which the Company or
     any of its subsidiaries is a party or of which any of their respective
     assets, properties or operations is the subject which are not described in
     the Registration Statement and the Prospectus, including ordinary routine
     litigation incidental to the business, could not reasonably be expected to
     result in a Material Adverse Effect.

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

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

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

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

                                        7
<Page>

     lease, operate or manage the Hotels in the manner described in or
     contemplated by the Prospectus, except for those Approvals the absence of
     which would not have a Material Adverse Effect.

          (20)  TITLE TO PROPERTY. The Company and its subsidiaries have good
     and marketable title to all real property owned by the Company and its
     subsidiaries and good title to all other properties owned by them, in each
     case, free and clear of all mortgages, pledges, liens, security interests,
     claims, restrictions or encumbrances of any kind, except (A) as otherwise
     stated in the Registration Statement and the Prospectus, (B) in the case of
     personal property located at certain Hotels, such as are subject to
     equipment lease financing arrangements which have been entered into in the
     ordinary course of business and have an aggregate outstanding balance not
     in excess of $1 million or (C) those which do not, singly or in the
     aggregate, materially affect the value of such property and do not
     interfere with the use made and proposed to be made of such property by the
     Company or any of its subsidiaries. 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.

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

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

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

              (b) Except as described in the Prospectus, (i) the Company, and,
     to its knowledge, each Hotel's property, is, and as of the Closing Time
     will be, in compliance with all applicable federal, state and local laws
     and regulations relating to the protection of human health and safety, the
     environment, hazardous or toxic substances and wastes, pollutants and
     contaminants ("Environmental Laws"), (ii) the Company, or, to its
     knowledge, its lessees have received, or as of the Closing Time will
     receive, all permits, licenses or other approvals required under applicable
     Environmental Laws to conduct the

                                        8
<Page>

     respective hotel businesses presently conducted at each Hotel's property
     and (iii) the Company or, to its knowledge, its lessees are, or as of the
     Closing Time will be, in compliance with all terms and conditions of any
     such permit, license or approval, except, in respect of clauses (i), (ii)
     and (iii), as otherwise disclosed in the Prospectus or as would not, singly
     or in the aggregate, have a Material Adverse Effect.

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

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

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

          (24)  REIT QUALIFICATION. The Company is organized in conformity with
     the requirements for qualification, and, as of the date hereof the Company
     operates, and as of Closing Time the Company will operate, in a manner that
     qualifies the Company as a "real estate investment trust" under the
     Internal Revenue Code of 1986, as amended (the "Code"), and the rules and
     regulations thereunder, for 2005 and subsequent years. The Company
     qualified as a real estate investment trust under the Code for each of the
     taxable years ended December 31, 1995 through December 31, 2004.

                                        9
<Page>

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

          (26)  ABSENCE OF INDEBTEDNESS. At the Closing Time, the Company will
     have no indebtedness for money borrowed except (i) amounts outstanding
     under the Company's $350 million aggregate principal amount credit facility
     which matures in 2005, (ii) $150 million aggregate principal amount of the
     Company's 7% Senior Notes due 2008, (iii) $50 million aggregate principal
     amount of the Company's 9.125% Senior Notes due 2010, (iv) $125 million
     aggregate principal amount of the Company's 6.85% Senior Notes due 2013,
     (v) $300 million aggregate principal amount of the Company's 6.75% Senior
     Notes due 2013, (vi) equipment financing arrangements in respect of
     personal property located at certain Hotels which have been entered into in
     the ordinary course of business and have an aggregate outstanding balance
     not in excess of $1 million and (vii) other indebtedness as described in
     the Prospectus.

          (27)  DISCLOSURE CONTROLS. The Company has established and maintains
     disclosure controls and procedures (as such term is defined in Rule 13a-14
     and 15d-14 under the 1934 Act) that (a) 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) have been evaluated for
     effectiveness as of a date within 90 days prior to the filing of the
     Company's most recent Annual Report on Form 10-K filed with the Commission
     and (c) are effective to perform the functions for which they were
     established.

          (28)  GOOD STANDING OF THE ADVISOR. Except as otherwise disclosed in
     the Prospectus, since the respective dates as of which information is given
     in the Prospectus, there has been no material adverse change in the
     business, operations, earnings, prospects, properties or condition
     (financial or otherwise) of Reit Management & Research LLC (the "Advisor"),
     whether or not arising in the ordinary course of business, that would have
     a Material Adverse Effect. The Advisor (A) is a limited liability company
     duly organized, validly existing and in good standing under the laws of the
     State of Delaware, and (B) has the requisite limited liability company
     power and authority to conduct its business as described in the Prospectus
     and to own and operate its material properties. The Advisory Agreement,
     dated as of January 1, 1998 and Amendment No. 1 thereto dated as of October
     12, 1999 (the "Advisory Agreement"),

                                       10
<Page>

     between the Company and the Advisor, has been duly authorized, executed and
     delivered by the parties thereto and constitutes the valid agreement of the
     parties thereto, enforceable in accordance with its terms, except as
     limited by (a) the effect of bankruptcy, insolvency, reorganization,
     moratorium, fraudulent transfer or other similar laws relating to or
     affecting the rights or remedies of creditors or (b) the effect of general
     principles of equity (regardless of whether enforcement is sought in a
     proceeding in equity or at law).

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

          (30)  SARBANES-OXLEY ACT. There is and has been no failure on the part
     of the Company or, to the Company's knowledge, any of the Company's
     directors or officers, in their capacities as such, to comply in any
     material respect with any applicable provision of the Sarbanes-Oxley Act of
     2002 (the "Sarbanes-Oxley Act") and the rules and regulations promulgated
     by the Commission in connection therewith, including Section 402 related to
     loans and Sections 302 and 906 related to certifications.

          (31)  SECTION 404 COMPLIANCE. The Company has not identified any
     material deficiencies that have not been or will not be remediated in time
     to meet the reporting deadline imposed by Section 404 of the Sarbanes-Oxley
     Act and the rules and regulations promulgated by the Commission in
     connection therewith (collectively, "Section 404") for compliance with the
     requirements of Section 404. The Company has not received any notice, oral
     or written, from its auditor, that the auditor believes the Company is
     behind schedule with respect to the compliance requirements of Section 404.
     To the Company's knowledge, the Company will be able to complete its
     required assessment under Section 404 before the related filing deadline
     with the Commission and in sufficient time for the Company's auditor to
     complete its required assessment.

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

     SECTION 2. SALE AND DELIVERY TO THE UNDERWRITERS; CLOSING.

     (a)  NOTES. The commitment of each Underwriter to purchase, severally and
not jointly, the respective principal amount of Notes set forth opposite its
name on SCHEDULE I hereto pursuant to the terms hereof shall be deemed to have
been made on the basis of the representations, warranties and agreements herein
contained and shall be subject to the terms and conditions herein set forth.

     (b)  PAYMENT. The Company will deliver against payment of the purchase
price (99.164% of the aggregate principal amount of the Notes or $297,492,000)
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

                                       11
<Page>

Cede & Co., as nominee for DTC. Interests in the Global Security will be held
only in book-entry form through DTC, except in the limited circumstances
described in the Prospectus. Payment for the Notes shall be made by the
Underwriters in Federal (same day) funds by one or more wire transfers to an
account of the Company at a bank reasonably acceptable to the Underwriters on
February 15, 2005, or at such other time not later than ten full business days
thereafter as the Representatives and the Company determine, such time being
herein referred to as the "Closing Time", against delivery to the Trustee as
custodian for DTC of the Global Security representing all of the Notes. The
Global Security will be made available for checking at the office of Sullivan &
Worcester LLP, Boston, Massachusetts at least 24 hours prior to the Closing
Time.

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

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

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

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

     (c)  Until the termination of the initial offering of the Notes, the
Company will give the Representatives 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

                                       12
<Page>

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

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

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

     (f)  Until the termination of the initial offering of the Notes, if any
event shall occur as a result of which it is necessary, in the opinion of
counsel for the Underwriters, to amend or supplement the Prospectus in order to
make the Prospectus not misleading in the light of the circumstances existing at
the time it is delivered, the Company will promptly notify the Representatives
and either (i) forthwith prepare and furnish to the Underwriters an amendment of
or supplement to the Prospectus or (ii) make an appropriate filing pursuant to
Section 13, 14 or 15 of the 1934 Act, in each case, in form and substance
reasonably satisfactory to counsel for the Underwriters, which will amend or
supplement the Prospectus so that it will not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances existing at the time it is
delivered, not misleading. Any Underwriter's delivery of any such amendment or
supplement shall not constitute a waiver of any of the conditions in Section 5
hereof.

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

     (h)  The Company will make generally available to its security holders as
soon as reasonably practicable, but not later than 90 days after the close of
the period covered thereby, an earning statement of the Company (in form
complying with the provisions of Rule 158 of the

                                       13
<Page>

1933 Act Regulations) covering a period of at least twelve months beginning not
later than the first day of the Company's fiscal quarter next following the
effective date of the Registration Statement. "Earning statement", "make
generally available" and "effective date" will have the meanings contained in
Rule 158 of the 1933 Act Regulations.

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

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

     (k)  The Company will comply in all material respects with all applicable
securities and other applicable laws, rules and regulations, including, without
limitation, the Sarbanes-Oxley Act, and use its best efforts to cause the
Company's directors and officers, in their capacities as such, to comply with
such laws, rules and regulations, including, without limitation, the provisions
of the Sarbanes-Oxley Act.

     (l)  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.

     (m)  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
Representatives 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 Representatives; provided however, such period shall not end
later than the 15th day after the Closing Time.

     SECTION 4. PAYMENT OF EXPENSES.

     (a)  EXPENSES. The Company will pay all expenses incident to the
performance of its obligations under this Underwriting Agreement, including (i)
the preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, issuance and delivery of the Notes and any
certificates for the Notes to the Underwriters, including any transfer taxes and
any stamp or other duties payable upon the sale, issuance or delivery of the
Notes to the Underwriters, (iii) the fees and disbursements of the Company's
counsel, accountants and other advisors or agents, as well as the fees and
disbursements of the Trustee, and their respective counsel, (iv) the
qualification of the Notes under state securities laws in accordance with the
provisions of Section 3(g) hereof, including filing fees and the reasonable fees
and disbursements of counsel in connection therewith and in connection with the
preparation, printing and delivery of the Blue Sky Survey, and any amendment
thereto, (v) the printing and delivery to the Underwriters of copies of the
Prospectus and any amendments or supplements thereto, (vi) the fees charged by
any "nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the 1933

                                       14
<Page>

Act, a "NRSRO") for the rating of the Notes, (vii) the filing fees incident to,
and the reasonable fees and disbursements of counsel to the Underwriters in
connection with, the review, if any, by the National Association of Securities
Dealers, Inc. (the "NASD") of the terms of the sale of the Notes, and (viii) the
cost of providing any CUSIP or other identification numbers on the Notes.

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

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

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

     (b)  OPINION OF COUNSEL FOR COMPANY. At Closing Time, the Representatives
shall have received the favorable opinion, dated as of Closing Time, of Sullivan
& Worcester LLP, counsel for the Company, in form and substance satisfactory to
counsel for the Underwriters, to the effect set forth in EXHIBIT A hereto. In
rendering their opinion, such counsel may rely on an opinion dated the Closing
Time of 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.

     (c)  OPINION OF SPECIAL MARYLAND COUNSEL FOR COMPANY. At Closing Time, the
Representatives 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 Underwriters, to the effect set forth
in EXHIBIT B hereto.

     (d)  OPINION OF COUNSEL FOR UNDERWRITERS. At Closing Time, the
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Hunton & Williams LLP, counsel for the Underwriters with respect to the
matters set forth in paragraphs (4), (5), (6), (7), (15) and (16) of Exhibit A
and a statement to the following effect: no fact has come to their

                                       15
<Page>

attention that has caused them to believe that the Registration Statement
(including any Rule 462(b) Registration Statement) or any post-effective
amendment thereto (except for financial statements and supporting schedules and
other financial data included therein or omitted therefrom and for the Form
T-1s, as to which they make no statement), at the time the Registration
Statement (including any Rule 462(b) Registration Statement) or any
post-effective amendment thereto (including the filing of the Company's Annual
Report with the Commission) became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or that the
Prospectus or any amendment or supplement thereto (except for financial
statements and supporting schedules and other financial data included therein or
omitted therefrom, as to which they make no statement), at the time the
Prospectus was issued, at the time any such amended or supplemented prospectus
was issued or at the Closing Time, included or includes an untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

        In giving such opinion, such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the law of the State of New
York and the federal law of the United States, upon the opinions of counsel
satisfactory to the Representatives 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 & Worcester LLP as to matters governed by the laws
of the Commonwealth of Massachusetts. Such counsel may also state that, insofar
as such opinion involves factual matters, they have relied, to the extent they
deem proper, upon certificates of officers of the Company and its subsidiaries
and certificates of public officials.

     (e)  OFFICERS' CERTIFICATE. At Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Prospectus, any Material Adverse Effect and the Representatives
shall have received a certificate of the President or a Vice President of the
Company and of the chief financial officer or chief accounting officer of the
Company, dated as of Closing Time, to the effect that (i) there has been no
Material Adverse Effect, (ii) the representations and warranties in Section 1(a)
are true and correct with the same force and effect as though expressly made at
and as of the Closing Time, (iii) the Company has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied at or
prior to the Closing Time, and (iv) no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceedings for that
purpose have been instituted, are pending or, to the best of such officer's
knowledge, are threatened by the Commission.

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

     (g)  ADVISOR'S CERTIFICATE. At Closing Time, there shall not have been,
since the respective dates as of which information is given in the Prospectus,
any material adverse change in the business, operations, earnings, prospects,
properties or condition (financial or otherwise) of the Advisor, whether or not
arising in the ordinary course of business; and the Representatives

                                       16
<Page>

shall have received, at Closing Time, a certificate of the President or a Vice
President of the Advisor evidencing compliance with this subsection (g).

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

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

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

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

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

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

     SECTION 6. INDEMNIFICATION.

     (a)  INDEMNIFICATION OF UNDERWRITERS. The Company agrees to indemnify and
hold harmless each Underwriter, its officers and directors and each person, if
any, who controls each

                                       17
<Page>

Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

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

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

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

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Representatives expressly for use in the Registration Statement (or any
amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto); and provided, further, that the foregoing
indemnity agreement with respect to any preliminary prospectus shall not inure
to the benefit of any Underwriter, its officers or directors, or the benefit of
any person controlling any Underwriter, if a copy of the Prospectus (as then
amended or supplemented if the Company shall have furnished any 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 to such person, if required by law so to have been delivered, and if
the Prospectus (as so amended or supplemented) would have cured the defect
giving rise to such loss, claim, damage or expense.

     (b)  INDEMNIFICATION OF COMPANY, TRUSTEES AND OFFICERS. Each Underwriter,
severally and not jointly, agrees to indemnify and hold harmless the Company,
its trustees, each of its

                                       18
<Page>

officers who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by such Underwriter or through a
Representative on behalf of such 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).

     (c)  ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. The indemnifying party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to such indemnified parties
and payment of all fees and expenses. The indemnified parties shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of the indemnified parties unless (i) the employment of such counsel
shall have been specifically authorized in writing by the indemnifying party,
(ii) the indemnifying party shall have failed to assume the defense and employ
counsel or (iii) the named parties to any such action (including any impleaded
parties) include both the indemnified parties and the indemnifying party and the
indemnified parties shall have been advised by such counsel that there may be
one or more legal defenses available to them which are different from or
additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified parties, it being understood, however, that the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for the indemnified parties, which firm shall be designated in writing
by the indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred). No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 6 or Section 7 hereof (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

     (d)  SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and

                                       19
<Page>

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

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

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

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

     The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

                                       20
<Page>

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

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

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

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

     SECTION 9. TERMINATION.

     (a)  The Representatives may terminate this Underwriting Agreement, by
notice to the Company, at any time at or prior to Closing Time (i) if there has
occurred any change, or any development or event involving a prospective change,
in the condition (financial or other), business, properties or results of
operations of the Company and its subsidiaries taken as one enterprise which, in
the judgment of a majority in interest of the Representatives, is material and
adverse and makes it impractical or inadvisable to proceed with completion of
the public offering or the sale of and payment for the Notes; (ii) any
downgrading in the rating of any debt securities of the Company by any NRSRO, or
any public announcement that any such organization has under surveillance or
review its rating of any debt securities of the Company (other than an
announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating); (iii) any change in U.S.
or international financial, political or economic conditions or currency
exchange rates or exchange controls as would, in the judgment of a majority in
interest of the Representatives, be likely to prejudice materially the success
of the proposed issue, sale or distribution of the Notes, whether in the primary
market or in respect of dealings in the secondary market; (iv) any material
suspension or material limitation of trading in securities generally on the New
York Stock Exchange, or any setting of minimum prices for trading on such
exchange, or any suspension of trading of any securities of the Company on any
exchange or in the over-the-counter market; (v) any banking moratorium declared
by U.S. Federal or New York authorities; (vi) any major disruption of
settlements of

                                       21
<Page>

securities or clearance services in the United States or (vii) any attack on,
outbreak or escalation of hostilities or act of terrorism involving the United
States, any declaration of war by Congress or any other national or
international calamity or emergency if, in the judgment of a majority in
interest of the Representatives, the effect of any such attack, outbreak,
escalation, act, declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the public offering or the sale of and
payment for the Notes.

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

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

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

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

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

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

     SECTION 11. NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to Wachovia Capital Markets, LLC at One Wachovia
Center, 301 South College Street, mail code NC0602, Charlotte, North Carolina
28288 or via fax at (704)383-9106, attention: Teresa Hee; and notices to the

                                       22
<Page>

Company shall be directed to it at 400 Centre Street, Newton, MA 02458,
attention of John G. Murray.

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

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

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


                       [Signatures on the Following Page]

                                       23
<Page>

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

                                          Very truly yours,

                                          HOSPITALITY PROPERTIES TRUST


                                          By: /s/ MARK L. KLEIFGES
                                             ----------------------------------
                                                 Name: Mark L. Kleifges
                                                 Title: Chief Financial Officer


Each of the undersigned hereby
confirms and accepts the foregoing
Underwriting Agreement as of the date
first above written, as Underwriter named in,
and as the Representative of the other Underwriters
named in, SCHEDULE I hereto.

WACHOVIA CAPITAL MARKETS, LLC

By: /s/ LAWRENCE L. GRAY
   -----------------------------------------
       Name: Lawrence L. Gray
       Title: Managing Director


MERRILL LYNCH, PIERCE, FENNER & SMITH
           INCORPORATED

By: /s/ ALEXANDER VIRTUE
   -----------------------------------------
       Name: Alexander Virtue
       Title: Vice President,
              Investment Banking


RBC CAPITAL MARKETS CORPORATION

By: /s/ CALEB GIBBONS
   -----------------------------------------
       Name: Caleb Gibbons
       Title: Managing Director

                                       24
<Page>

                                                                      SCHEDULE I

<Table>
<Caption>
                                                                                  PRINCIPAL AMOUNT OF
       UNDERWRITER                                                               NOTES TO BE PURCHASED
       <S>                                                                          <C>
       Wachovia Capital Markets, LLC....................................            $  90,000,000
       Merrill Lynch, Pierce, Fenner & Smith Incorporated...............               45,000,000
       RBC Capital Markets Corporation..................................               45,000,000
       Harris Nesbitt Corp..............................................                6,000,000
       KeyBanc Capital Markets, a division of McDonald Investments Inc..                6,000,000
       Legg Mason Wood Walker, Incorporated.............................                6,000,000
       Morgan Keenan & Co., Inc.........................................                6,000,000
       Oppenheimer & Co. Inc............................................                6,000,000
       Scotia Capital (USA) Inc.........................................                6,000,000
       SunTrust Capital Markets, Inc....................................                6,000,000
       Wells Fargo Securities, LLC......................................                6,000,000
       Advest, Inc. ....................................................                6,000,000
       Banc of America Securities LLC...................................                6,000,000
       BB&T Capital Markets, a division of Scott & Stringfellow, Inc. ..                6,000,000
       Calyon Securities (USA) Inc. ....................................                6,000,000
       Citigroup Global Markets Inc. ...................................                6,000,000
       Commerzbank Capital Markets Corp. ...............................                6,000,000
       Deutsche Bank Securities Inc. ...................................                6,000,000
       PNC Capital Markets, Inc. .......................................                6,000,000
       Stifel, Nicolaus & Company, Incorporated.........................                6,000,000
       Piper Jaffray & Co. .............................................                6,000,000
       Wedbush Morgan Securities Inc. ..................................                6,000,000
       Ferris, Baker Watts, Incorporated................................                6,000,000
                                                                            -------------------------------
                TOTAL...................................................            $ 300,000,000
                                                                            -------------------------------
</Table>

                                       I-1
<Page>

                                                                       EXHIBIT A

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

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

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

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

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

     (5) The Notes have been duly authorized and, when executed and
authenticated in accordance with the terms of the 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.

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

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

     (8) (a) The statements under the captions (i) "Recent Developments," and
"Description of the Notes" in the Prospectus Supplement and (ii) "Description of
Debt Securities," in the Prospectus, and (b) the statements under the captions
(i) "Item 1. Business -- The Company -- Principal Lease or Management Agreement
Features," "Item 5. Market for the Registrant's Common Equity and Related
Shareholder Matters," "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview," and "Item 7. Management's
Discussion and Analysis of Results of Operations and Financial Condition --
Liquidity and Capital Resources" in the Annual Report, (ii) "Other Information
-- Certain Relationships and Related Party Transactions" in the Company's Proxy
Statement relating to the May 11, 2004 Annual Meeting of Shareholders
(incorporated by reference in the Annual Report), insofar as such statements
constitute summaries of legal matters, documents or proceedings referred to
therein, fairly present in all material respects the information called for with
respect to such legal matters, documents and proceedings.

                                       A-1
<Page>

     (9) The statements under the captions "Material Federal Income Tax
Considerations" in the Prospectus Supplement and the statements under the
captions "Federal Income Tax Considerations" and "ERISA Plans, Keogh Plans and
Individual Retirement Accounts" under the caption "Items 1. 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.

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

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

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

                                       A-2
<Page>

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

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

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

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

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

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

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

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

     (21) The Company has qualified to be taxed as a real estate investment
trust pursuant to Sections 856-860 of the Code for each of the taxable years
ended December 31, 1995 through December 31, 2004, and the Company's current
anticipated investments and its current plan of operation will enable it to
continue to meet the requirements for qualification and taxation as a real
estate investment trust under the Code; actual qualification of the Company as a
real estate investment trust, however, will depend upon the Company's continued
ability to meet, and its

                                       A-3
<Page>

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

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

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

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

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

                                       A-4
<Page>

                                                                       EXHIBIT B

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

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

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

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

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

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

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

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

     9. The execution, delivery and performance of the Underwriting Agreement
and the consummation of the transactions contemplated in the Underwriting
Agreement and in the Registration Statement and the Prospectus (including the
issuance and sale of the Notes and the use of the proceeds from the sale of the
Notes as described under the caption "Use of Proceeds" in the Prospectus
Supplement) and compliance by the Company with its obligations thereunder

                                       B-1
<Page>

do not and will not result in a violation of the Declaration of Trust or the
Bylaws or in any material respect the Maryland REIT Law.

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

                                       B-2
<Page>

                                                                       EXHIBIT C

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

     Each of the undersigned hereby certifies:

1.   Each of the undersigned is providing this certificate in connection with
     the offering of $300,000,000 aggregate principal amount of Hospitality
     Properties Trust's (the "Company") 5 1/8% Senior Notes due February 15,
     2015 (the "Offering"). In connection with the Offering, the Company has
     executed an Underwriting Agreement, dated February 10, 2005 (the
     "Underwriting Agreement"), with Wachovia Capital Markets, LLC, Merrill
     Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets
     Corporation. Certain terms not defined herein have the meaning given to
     them in the Underwriting Agreement.

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

3.   Each of the undersigned has reviewed the audited consolidated balance
     sheets and consolidated statements of capitalization of the Company and its
     subsidiaries as of December 31, 2003 and 2002 and the related consolidated
     statements of income, retained earnings, comprehensive income and cash
     flows for each of the three years in the period ended December 31, 2003,
     all incorporated by reference into the Prospectus.

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

     The Annual Report on Form 10-K for the year ended December 31, 2003, and
     Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, June
     30, and September 30, 2004 (collectively, the "Reports"), fully comply with
     the requirements of Section 13(a) or 15(d) of the Securities and Exchange
     Act of 1934; and the information contained in each Report fairly presents,
     in all material respects, the financial condition and results of operations
     of the Company as of its date of filing with the Securities and Exchange
     Commission.

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

                                       C-1
<Page>

     IN WITNESS WHEREOF, the undersigned have hereunto set their hand this _____
day of February 2005.


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


---------------------------------------
Mark Kleifges
Chief Financial Officer and Treasurer

                                       C-2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>a2151642zex-2_1.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>
<Page>
                                                                     Exhibit 2.1

                              AMENDED AND RESTATED
                           PURCHASE AND SALE AGREEMENT


                                 BY AND BETWEEN


                                 BHR TEXAS, L.P.
                  INTERCONTINENTAL HOTELS GROUP RESOURCES, INC.
                              CROWNE PLAZA LAX, LLC
                  HOLIDAY PACIFIC PARTNERS LIMITED PARTNERSHIP
                           220 BLOOR STREET HOTEL INC.
                            STAYBRIDGE MARKHAM, INC.


                                   AS SELLER,


                                       AND


                           HPT IHG-2 PROPERTIES TRUST

                                    AS BUYER


                                FEBRUARY 9, 2005
<Page>

<Table>
     <S>                                                                                                <C>
     1.   Deadlines and Definitions......................................................................2
          1.1     Deadlines..............................................................................2
          1.2     Definitions............................................................................2
     2.   Purchase and Sale..............................................................................2
     3.   Purchase Price.................................................................................2
          3.1     Reserved...............................................................................2
          3.2     Purchase Price.........................................................................2
          3.3     Purchase Price Allocation..............................................................3
     4.   Buyer's Due Diligence and Inspection Rights; Termination Right.................................3
          4.1     Review of Property and Property Documents..............................................3
          4.2     Guidelines for Inspection Rights.......................................................3
          4.3     Title and Survey Examination...........................................................4
          4.4     As-Is, Where-Is, With All Faults Sale..................................................5
          4.5     Termination Right......................................................................6
     5.   Covenants......................................................................................6
          5.1     Seller's Covenants: Effective Date to Closing Date.....................................6
          5.2     Seller's Covenants After the Closing Date..............................................9
          5.3     Bulk Sales.............................................................................9
          5.4     Approvals and Notifications............................................................9
          5.5     Reserved..............................................................................10
          5.6     Reserved..............................................................................10
          5.7     Required Work.........................................................................10
     6.   Closing.......................................................................................10
          6.1     Closing Mechanics.....................................................................10
          6.2     Seller's Deliveries...................................................................11
          6.3     Buyer's Deliveries....................................................................14
     7.   Prorations, Credits and Closing Costs.........................................................15
          7.1     Proration Items.......................................................................15
          7.2     Closing Statement and Schedules.......................................................15
          7.3     Seller's Closing Costs................................................................15
          7.4     Buyer's Closing Costs.................................................................16
          7.5     Canadian Taxes........................................................................16
     8.   Representations and Warranties................................................................17
          8.1     Seller's Representations and Warranties...............................................17
          8.2     Reserved..............................................................................23
          8.3     Claims of Breach Prior To Closing.....................................................23
          8.4     Survival and Limits On Buyer's Claims.................................................24
          8.5     Buyer's Representations and Warranties................................................24
          8.6     Reserved..............................................................................25
     9.   Casualty and Condemnation.....................................................................25
          9.1     Major Event...........................................................................26
          9.2     Closing Despite Casualty/Condemnation.................................................26
     10.  Other Conditions to Closing...................................................................27
          10.1    Conditions to Buyer's Obligations.....................................................27
          10.2    Conditions to Seller's Obligations....................................................28
          10.3    Waiver of Conditions..................................................................28
</Table>

<Page>

<Table>
     <S>                                                                                                <C>
          10.4    Additional Austin, InterContinental Closing Conditions................................28
          10.5    Additional Atlanta, Airport Holiday Inn Hotel Closing Conditions......................29
     11.  Transaction Issues: Brokers, Confidentiality and Indemnity....................................29
          11.1    Brokers...............................................................................29
          11.2    Publicity.............................................................................29
          11.3    Indemnity.............................................................................30
          11.4    Employment Indemnity..................................................................30
     12.  Default At or Prior to Closing................................................................31
          12.1    Buyer Default.........................................................................31
          12.2    Seller Default........................................................................31
     13.  Notices.......................................................................................32
     14.  General Provisions............................................................................33
          14.1    Execution Necessary...................................................................33
          14.2    Counterparts..........................................................................33
          14.3    Successors and Assigns................................................................33
          14.4    Governing Law.........................................................................34
          14.5    Entire Agreement......................................................................34
          14.6    Time is of the Essence................................................................34
          14.7    Interpretation........................................................................34
          14.8    Survival..............................................................................35
          14.9    Further Assurances....................................................................35
          14.10   Exclusive Application.................................................................35
          14.11   Partial Invalidity....................................................................35
          14.12   No Implied Waiver.....................................................................35
          14.13   Rights Cumulative.....................................................................35
          14.14   Attorney's Fees.......................................................................35
          14.15   Waiver of Jury Trial..................................................................35
          14.16   Facsimile Signatures..................................................................36
          14.17   No Recordation........................................................................36
          14.18   Maximum Aggregate Liability...........................................................36
          14.19   Exhibits and Schedules................................................................36
          14.20   Jurisdiction..........................................................................36
          14.21   Interpretation of Agreement after Initial Closing Date................................37
          14.22   Currency..............................................................................37
          14.23   SEC Matters...........................................................................37
          14.24   Planning Act..........................................................................37
          14.25   Management Agreement..................................................................37
     15.  Additional Termination Rights.................................................................37
     16.  Retention of Hotel Employees..................................................................38
     17.  On-Going Management of Hotel..................................................................38
     18.  Deposit.......................................................................................38
          18.1    Deposit...............................................................................38
          18.2    Delivery at Closing...................................................................38
          18.3    Return or Delivery of Deposit Outside Closing.........................................38
          18.4    Stakeholder...........................................................................39
          18.5    Taxes.................................................................................39
</Table>

<Page>

<Table>
     <S>                                                                                                <C>
          18.6    Execution by Escrow Agent.............................................................39
          18.7    Buyer's Termination Rights and Return of Deposit......................................39
     19.  Additional Disclosure Items...................................................................39
          19.1    Industrial Revenue Bond...............................................................39
          19.2    Collective Bargaining Agreement.......................................................40
     20.  Limitation of Liability.......................................................................40
     21.  Nonliability of Trustees......................................................................40
     22.  Monies from Seller............................................................................40
</Table>
<Page>
                         LIST OF SCHEDULES AND EXHIBITS

                                    SCHEDULES

<Table>
<Caption>
SCHEDULE     DOCUMENT                                                        REFERENCE PARAGRAPH
--------     --------                                                        -------------------
<S>          <C>                                                             <C>
A            Definitions

6.1          Closing Procedure                                               Paragraph 6.1

             SELLER'S REPS AND WARRANTIES

8.1(D)        Pending or Threatened Litigation                               Paragraph 8.1(D)

8.1(E)        List of Leases                                                 Paragraph 8.1(E)

8.1(F)        Conditions Materially Affecting The Property                   Paragraph 8.1(F)

8.1(G)        Conditions Materially Affecting Utilities And Services         Paragraph 8.1(G)

8.1(H)        Violation of Laws Relating To Zoning, Construction, Health     Paragraph 8.1(H)
              And Fire Safety, Etc.

8.1(I)        Unpaid (Delinquent) Taxes or Special Assessments               Paragraph 8.1(I)

8.1(K-1)      Hazardous Materials                                            Paragraph 8.1(K-1)

8.1(M)        Material Defects In Property                                   Paragraph 8.1(M)

8.1(N)        Unpaid Taxes                                                   Paragraph 8.1(N)

8.1(O)        Unobtained Licenses And Permits                                Paragraph 8.1(O)

8.1(R)        Violation Of Laws                                              Paragraph 8.1(R)

8.1(T)        Material Defaults With Respect To Permitted Title Exceptions   Paragraph 8.1(T)

8.1(W)        Information With Respect To Leases And Ground Leases           Paragraph 8.1(W)

8.1(Z)        Toronto InterContinental Hotel Employment Matters              Paragraph 8.1(Z)
</Table>

<Page>

                                    EXHIBITS

<Table>
<Caption>
EXHIBIT       DOCUMENT                                                                  REFERENCE PARAGRAPH
-------       --------                                                                  -------------------
<S>           <C>                                                               <C>
A-1           Houston InterContinental Hotel                                    Schedule A

A-2           Austin, TX InterContinental Hotel                                 Schedule A

A-3           White Plains Crowne Plaza Hotel                                   Schedule A

A-4           Redondo Beach Crowne Plaza Hotel                                  Schedule A

A-5           Los Angeles Crowne Plaza Hotel                                    Schedule A

A-6           Hilton Head Crowne Plaza Hotel                                    Schedule A

A-7           Atlanta Airport Holiday Inn Hotel                                 Schedule A

A-8           Memphis Holiday Inn Hotel                                         Schedule A

A-9           Anaheim Holiday Inn Hotel                                         Schedule A

A-10          Anaheim Staybridge Suites Hotel                                   Schedule A

A-11          Toronto Staybridge Suites Hotel                                   Schedule A

A-12          Toronto InterContinental Hotel                                    Schedule A

A-13          General property descriptions, title holder and                   Schedule A, Paragraph 6.2(R),
              allocation of purchase price (for all Hotels)                     Paragraph 9.1

B-1           Special Warranty Deed                                             Paragraph 6.2(A)

B-2           Assignment of Ground Lease                                        Paragraph 6.2(A)

C-1           Bill of Sale (Hotel)                                              Paragraph 6.2(B)

C-2           Bill of Sale (Personal Property)                                  Paragraph 6.2(B)

D             Assignment and Assumption of Leases                               Paragraph 6.2(C)

E             Assignment of Contracts, Warranties and Other Interests           Paragraph 6.2(D)

F-1           Notice of Sale (to the Tenants)                                   Paragraph 6.2(E)

F-2           Notice of Assignment (to service contract providers)              Paragraph 6.2(E)

G-1           Non-Foreign Certificate (Domestic)                                Paragraph 6.2(F)

G-2           Non-Foreign Certificate (Canadian)                                Paragraph 6.2(F)

H             Affidavit of Title                                                Paragraph 6.2(G)

I             Closing Statement Agreement                                       Paragraph 6.2(H)

J             Authority Certificate                                             Paragraph 6.2(I)

K             Certificate of Reaffirmation                                      Paragraph 6.2(J)

L-1           Tenant Estoppel Certificate                                       Paragraphs 5.1.9, 6.2(T)
</Table>

<Page>

<Table>
<Caption>
EXHIBIT       DOCUMENT                                                                  REFERENCE PARAGRAPH
-------       --------                                                                  -------------------
<S>           <C>                                                               <C>
L-2           Landlord Consent and Estoppel Certificate                         Paragraph 5.1.9, Paragraph 6.2(R)

L-3           Toronto InterContinental Hotel Consent and                        Paragraph 5.1.9, Paragraph 6.2(R)
              Estoppel Certificate

M             IHG Parent Guaranty                                               Schedules A, 6.2(P), Schedule A

N             List of Contracts                                                 Schedule A, Paragraph 8.1(E)

O             Reserved

P             Management Agreement                                              Schedule A, Paragraph 6.2(N), Paragraph 17

Q             HPT Guaranty                                                      Paragraph 6.3(F), Schedule A

R             Amendment to Management Agreement                                 Paragraph 10.4.2

S             IHG Press Releases/Public Announcements                           Paragraph 11.2

T-1           Registrable Form of Transfer of Registered                        Paragraph 6.2(A-2)
              Owner's interest in the Staybridge Suites Hotel

T-2           Conveyance of Staybridge Markham, Inc.'s Beneficial Interest in   Paragraph 6.2(A-2)
              the Toronto Staybridge Suites Hotel

T-3           Authorization of Transfer with respect to transfer                Paragraph 6.2(A-2)
              of Registered Owner's interest in the Toronto
              Staybridge Suites Hotel by applicable Canadian Seller

T-4           Registrable Form of Assignment and Assumption Agreement with      Paragraph 6.2(A-2)
              respect to the Toronto InterContinental Hotel Ground Lease

T-5           Conveyance of 220 Bloor Street Hotel Inc.'s Beneficial Interest   Paragraph 6.2(A-2)
              under the Toronto InterContinental Hotel Ground Lease

T-6           Authorization and Direction with respect to                       Paragraph 6.2(A-2)
              transfer of Registered Tenant's leasehold interest
              in the Toronto InterContinental Hotel Ground Lease

T-7           Assignment and Assumption Agreement with respect to the Toronto   Paragraph 6.2(A-2)
              InterContinental Hotel Ground Lease

U             GST Indemnity                                                     Paragraph 6.3(G)

V             Ground Leases                                                     Schedule A

W             Reliance Letter                                                   Paragraph 10.1(D)
</Table>

<Page>

<Table>
<Caption>
EXHIBIT       DOCUMENT                                                                  REFERENCE PARAGRAPH
-------       --------                                                                  -------------------
<S>           <C>                                                               <C>
X             Third Amendment to Management Agreement - Staybridge              Paragraph 6.2(S)

X-1           First Amendment to Management Agreement - Candlewood              Paragraph 6.2(S)

Y             Required Work                                                     Paragraph 5.7
</Table>

<Page>

                AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT

     THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is
made and entered into as of February 9, 2005, by and between BHR TEXAS, L.P., a
Delaware limited partnership, INTERCONTINENTAL HOTELS GROUP RESOURCES, INC., a
Delaware corporation, CROWNE PLAZA LAX, LLC, a Georgia limited liability
company, HOLIDAY PACIFIC PARTNERS LIMITED PARTNERSHIP, a Delaware limited
partnership, 220 BLOOR STREET HOTEL INC., an Ontario corporation, and STAYBRIDGE
MARKHAM, INC., an Ontario corporation (such parties are referred to individually
and collectively, as the context may require, as "SELLER"), and HPT IHG-2
PROPERTIES TRUST, a Maryland real estate investment trust ("BUYER").

                                    RECITALS:

     WHEREAS, Seller is the owner (or ground lessee, as applicable) of the
following hotels: (i) InterContinental Hotel in Houston, Texas, (ii)
InterContinental Hotel in Austin, Texas, (iii) Crowne Plaza Hotel in White
Plains, New York, (iv) Crowne Plaza Hotel in Redondo Beach, California, (v)
Crowne Plaza Hotel in Los Angeles, California, (vi) Crowne Plaza Hotel in Hilton
Head, South Carolina, (vii) Holiday Inn Hotel in Atlanta, Georgia, (viii)
Holiday Inn Hotel in Memphis, Tennessee, (ix) Holiday Inn Hotel in Anaheim,
California, (x) Staybridge Suites Hotel in Anaheim, California, (xi) Staybridge
Suites Hotel in Markham, Ontario, Canada, and (xii) InterContinental Hotel in
Toronto, Ontario, Canada . The land on which the foregoing hotels are located is
more particularly described on EXHIBITS A-1 through A-12 (collectively, the
"LAND");

     WHEREAS, certain summary information for each aforementioned hotel
(individually a "HOTEL" and collectively, the "HOTELS") is set forth on EXHIBIT
A-13;

     WHEREAS, Buyer desires to acquire the Property from Seller for the
aggregate purchase price of Three Hundred Thirty-One Million and No/100 Dollars
($331,000,000.00), subject to the terms and conditions hereinafter set forth
("AGGREGATE PURCHASE PRICE") and Seller desires to convey the Property to Buyer
all upon the terms and conditions hereinafter set forth;

     WHEREAS, Seller and Buyer are parties to that certain Purchase and Sale
Agreement dated as of December 17, 2004, as amended as of December 22, 2004,
January 14, 2005, January 26, 2005, February 2, 2005 and February 8, 2005 (as
amended from time to time, the "ORIGINAL AGREEMENT"), pursuant and subject to
the terms and conditions of which Buyer has agreed to purchase the Hotels from
Seller;

     WHEREAS, Seller and Buyer desire to amend and restate the Original
Agreement as herein provided; and

     WHEREAS, except as provided herein, Buyer and Seller acknowledge that the
Property is to be conveyed in its entirety, in accordance with the terms hereof
and individual Hotels may not be excluded from this transaction by either party.
Except as provided herein, any termination of this Agreement by Buyer or Seller
as provided herein shall be effective as to all the Hotels and all Property.

<Page>

     NOW, THEREFORE, for and in consideration of the promises, covenants,
representations and warranties hereinafter set forth, the sum of Ten Dollars
($10.00) and other good and valuable consideration in hand paid by Seller to
Buyer and by Buyer to Seller upon the execution of this Agreement, the receipt
and sufficiency of which are hereby acknowledged by each of the parties hereto,
the parties hereto hereby agree to amend and restate the Original Agreement in
its entirety as follows:

     1.   DEADLINES AND DEFINITIONS.

          1.1     DEADLINES. Wherever used in this Agreement, the following
terms shall have the meanings set forth below:

          "CLOSING DEADLINE" shall mean:

          (a)     Subject to the terms of Paragraph 6, February 23, 2005; and

          (b)     with respect to any Hotels not purchased at the time of the
initial Closing and the Austin, TX InterContinental Hotel, June 1, 2005 (as such
date may be extended pursuant to the terms hereof).

          "DUE DILIGENCE DEADLINE" shall mean February 9, 2005.

          1.2     DEFINITIONS. In addition, wherever used in this Agreement, the
terms set forth on SCHEDULE A shall have the meanings set forth on SCHEDULE A.

     2.   PURCHASE AND SALE. Seller agrees to convey, transfer and assign, and
Buyer, and/or its permitted designee, agrees to acquire, accept and assume, the
Property, on the terms, conditions and provisions set forth in this Agreement.

     3.   PURCHASE PRICE. The Aggregate Purchase Price, subject to the
prorations and credits set forth herein, shall be $331,000,000.00 and shall be
due and payable as follows:

          3.1     RESERVED.

          3.2     PURCHASE PRICE.

          (a)     Subject to the terms hereof, including, without limitation,
Paragraph 6, on the applicable Closing Date, Buyer shall pay to Seller the total
allocated values of such Hotels as such value is set forth on EXHIBIT A-13 that
are transferred on such date to Buyer, subject to the application of the Deposit
(to the extent made hereunder) against the Purchase Price (defined below), and
such other credits, prorations and adjustments set forth herein, in cash by
federal reserve bank wire transfer to such account and bank as Seller shall
designate in writing to Buyer at or prior to Closing. The total value of all the
Hotels set forth on EXHIBIT A-13 is referred to as the "PURCHASE PRICE".

          (b)     Buyer shall pay Twenty-Five Million and No/100 Dollars
($25,000,000.00) ("ADDITIONAL PURCHASE PRICE") to Seller by federal reserve bank
wire transfer to such account and bank as Seller shall designate in writing to
Buyer in installments as follows: (i)

                                      - 2 -
<Page>

$10,000,000.00 on December 31, 2005, (ii) $10,000,000.00 on December 31, 2006,
(iii) $5,000,000.00 on December 31, 2007.

          3.3     PURCHASE PRICE ALLOCATION.

          (a)     The Purchase Price shall be allocated among the Real Property
and Personal Property for tax and financial accounting purposes in accordance
with EXHIBIT A-13. Buyer and Seller shall file, and shall cause their respective
affiliates to file, all tax returns (including amended returns and claims for
refunds) and information reports in a manner consistent with such EXHIBIT A-13.

          (b)     Each Seller hereby appoints BHR Texas, L.P., acting by or
through any one or more of its duly authorized officers, as their representative
(the "SELLER REPRESENTATIVE") to act for them with respect to all matters
relating to this Agreement, including without limitation (a) waiver of one or
more of the conditions set forth in Paragraph 10 and (b) the amendment or
modification of this Agreement or any other Closing Document. The appointment of
the Seller Representative is coupled with an interest, is irrevocable and shall
not be revoked by, and shall survive, the liquidation, dissolution or bankruptcy
of any Seller. The Purchase Price and such Additional Purchase Price (after
giving effect to all adjustments and allocations as provided for herein) shall
be paid to the Seller Representative or as it may direct on behalf of and for
the benefit of all Sellers. The Seller Representative in turn will remit to each
other Seller hereunder so much thereof as each such other Seller may be
entitled. Buyer shall have no responsibility with respect to the allocation of
distribution of the Purchase Price or such Additional Purchase Price among or to
any Seller except for the payment thereof to the Seller Representative.

     4.   BUYER'S DUE DILIGENCE AND INSPECTION RIGHTS; TERMINATION RIGHT.

          4.1     REVIEW OF PROPERTY AND PROPERTY DOCUMENTS. Until Closing, and
subject to the terms of Paragraph 4.2, Seller shall provide Buyer and Buyer's
Representatives with access to the Property and the Property Documents, wherever
located, upon reasonable prior notice at reasonable times during business hours,
with the right and license to conduct Due Diligence with respect to the
Property. Subject to Paragraphs 7.3 and 7.4, Buyer covenants and agrees that it
will inspect the Hotels at its sole cost and expense and will not allow any
liens to attach against the Hotels as a result of its Due Diligence. If Buyer or
Seller Terminates this Agreement, then upon written request from Seller, Buyer
shall endeavor to deliver promptly to Seller (at no cost to Buyer) copies of all
Buyer's Diligence Reports in its possession (except for such materials which
Buyer deems confidential or proprietary), but with no liability for the accuracy
thereof and no representation that Seller or any other party may rely thereon.
Seller represents that it has not altered or intentionally withheld any part of
the Property Documents delivered to Buyer.

          4.2     GUIDELINES FOR INSPECTION RIGHTS. Buyer's rights to conduct
Due Diligence shall be subject to the following further requirements: (a) Due
Diligence must not unreasonably interfere with the operation or management of
the Hotels or unreasonably disturb the rights of guests or Tenants; (b) Buyer
must provide Seller with at least twenty-four (24) hours prior written notice of
its intent to perform Due Diligence on the Property and Seller shall have the
right to have a representative of Seller present during any such entry upon the
Property by

                                      - 3 -
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Buyer or Buyer's Representatives; (c) Buyer shall not contact any Tenant, Hotel
contractor, Hotel guest, or Hotel employee without Seller's prior written
consent, which consent shall not be unreasonably withheld or delayed; (d) Seller
or its designated representative shall have the right to pre-approve (which
approval shall not be unreasonably withheld or delayed), and be present during,
any physical testing of the Property; (e) Buyer shall immediately return the
Property to the condition existing prior to any tests and inspections; (f) Due
Diligence activities may not unreasonably affect the appearance of the Hotels in
any way; and (g) Buyer may not conduct any invasive sampling, boring, testing,
or analysis of soils, surface water or groundwater at the Property without first
having obtained prior written approval of Seller, which approval shall not be
unreasonably withheld or delayed. Prior to such time as Buyer or any of Buyer's
Representatives enter the Property, Buyer shall (i) obtain policies of general
liability insurance which insure Buyer and Buyer's Representatives with
liability insurance limits of not less than $1,000,000 combined single limit for
personal injury and property damage and name Seller as an additional insured and
which are with such insurance companies, provide such additional coverages with
appropriate limits as Seller shall reasonably require, and (ii) provide Seller
with certificates of insurance evidencing that Buyer has obtained the
aforementioned policies of insurance. Notwithstanding any provision in this
Agreement to the contrary, except in connection with the preparation of a
so-called "Phase I" environmental report with respect to the Property or the
issuance of a standard "zoning letter" with respect to the Property, Buyer shall
not contact any governmental official or representative regarding hazardous
materials on, or the environmental condition of, the Property, or the status of
compliance of the Property with zoning, building code or similar Laws, without
Seller's prior written consent thereto, which consent shall not be unreasonably
withheld or delayed.

          4.3     TITLE AND SURVEY EXAMINATION. Seller, on or prior to the
Effective Date, delivered to Buyer a copy of Seller's most recent Survey of the
Property and a Title Commitment.

          A. TITLE AND SURVEY OBJECTIONS. Buyer shall have until the Due
Diligence Deadline to notify Seller in writing of any Title Objections. If Buyer
fails to notify Seller of any Title Objections on or before such date, then,
notwithstanding any other provisions set forth herein, such failure to notify
Seller shall constitute a waiver of such right to object to such matters
existing as of the Effective Date and disclosed in the Title Commitment or
Survey. Seller shall notify Buyer within three (3) Business Days of its receipt
of such notice if Seller has elected to Remove any such Title Objections. If
Seller fails to respond within such timeframe, Seller shall be deemed to have
declined to remove such Title Objections (other than Required Removal Items). If
Seller does not covenant in writing to Buyer that Seller will Remove the Title
Objections prior to Closing (other than Required Removal Items), Buyer shall
have until the applicable Closing Date to elect in writing, either to (a)
Terminate this Agreement, and thereafter the parties shall have no further
rights or obligations hereunder, except for those which expressly survive any
such termination, or (b) waive its Title Objections (other than Required Removal
Items) and proceed with the transaction pursuant to the remaining terms and
conditions of this Agreement. If Buyer fails to give Seller notice of its
election by such time, it shall be deemed to have elected to Terminate this
Agreement. Any such Title Objection so waived by Buyer shall be deemed to
constitute a Permitted Title Exception and the Closing shall occur as herein
provided without any reduction of or credit against the Aggregate Purchase
Price.

                                      - 4 -
<Page>

          B. CURE OF TITLE MATTERS. At Closing, if this Agreement is not
Terminated as permitted herein, Seller shall Remove or cause to be Removed any
Title Objections to the extent (and only to the extent) that the same constitute
Required Removal Items.

          C. BUYER'S RIGHT TO TERMINATE. If Seller fails to Remove any Title
Objection (other than Required Removal Items) prior to Closing that it has
agreed to remove pursuant to subsection (A) above, then Buyer shall be able to
Terminate this Agreement by written notice to Seller on or prior to the Closing
Date and thereafter the parties shall have no further rights or obligations
hereunder except for those which expressly survive any such termination.

          D. PRE-CLOSING "GAP" DEFECTS. Whether or not Buyer shall have
furnished to Seller any notice of Title Objections before the Due Diligence
Deadline, Buyer may at or prior to Closing notify Seller in writing of any
defects in the Title Commitment or Survey appearing in the Title Commitment or
Survey for the first time at any time after the Effective Date. With respect to
any Title Objections set forth in such notice, Buyer shall have the same rights
as those which apply to any notice of defects in title resulting from a notice
of title defects by Buyer on or before the Due Diligence Deadline and Seller
shall have the same rights and obligations to cure the same at or prior to
Closing. If necessary, the date for Closing shall be extended by written notice
from Seller to Buyer (by not more than fifteen (15) days) to allow Seller to
cure such pre-closing "gap" defects.

          4.4     AS-IS, WHERE-IS, WITH ALL FAULTS SALE. (a) EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY DOCUMENTS TO BE EXECUTED AND
DELIVERED BY SELLER AT THE CLOSING, SELLER DISCLAIMS THE MAKING OF ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROPERTY OR
MATTERS AFFECTING THE PROPERTY, WHETHER MADE BY SELLER, ON ITS BEHALF OR
OTHERWISE INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY,
TITLE TO OR THE BOUNDARIES OF THE REAL PROPERTY, PEST CONTROL MATTERS, SOIL
CONDITIONS, THE PRESENCE, EXISTENCE OR ABSENCE OF HAZARDOUS WASTES, TOXIC
SUBSTANCES OR OTHER ENVIRONMENTAL MATTERS, COMPLIANCE WITH BUILDING, HEALTH,
SAFETY, LAND USE AND ZONING LAWS, REGULATIONS AND ORDERS, STRUCTURAL AND OTHER
ENGINEERING CHARACTERISTICS, TRAFFIC PATTERNS, MARKET DATA, ECONOMIC CONDITIONS
OR PROJECTIONS, THE FITNESS OF THE PROPERTY FOR USE AS A HOTEL, THE FINANCIAL
PERFORMANCE OR POTENTIAL OF THE PROPERTY AND ANY OTHER INFORMATION PERTAINING TO
THE PROPERTY OR THE MARKET AND PHYSICAL ENVIRONMENTS IN WHICH THEY ARE LOCATED.
BUYER ACKNOWLEDGES (I) THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE
INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OR THAT OF THIRD
PARTIES WITH RESPECT TO THE PHYSICAL, ENVIRONMENTAL, FINANCIAL, ECONOMIC AND
LEGAL CONDITION OF THE PROPERTY; AND (II) THAT BUYER IS NOT RELYING UPON ANY
STATEMENTS, REPRESENTATIONS OR WARRANTIES OF ANY KIND, OTHER THAN THOSE
SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND
DELIVERED TO BUYER AT THE CLOSING, MADE BY SELLER. BUYER FURTHER ACKNOWLEDGES
THAT IT HAS NOT RECEIVED FROM OR ON BEHALF OF SELLER ANY ACCOUNTING, TAX,

                                      - 5 -
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LEGAL, ARCHITECTURAL, ENGINEERING, PROPERTY MANAGEMENT OR OTHER ADVICE WITH
RESPECT TO THIS TRANSACTION AND IS RELYING SOLELY UPON THE ADVICE OF THIRD PARTY
ACCOUNTING, TAX, LEGAL, ARCHITECTURAL, ENGINEERING, PROPERTY MANAGEMENT AND
OTHER ADVISORS. SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, BUYER SHALL
PURCHASE THE PROPERTY IN THEIR "AS IS" CONDITION ON THE CLOSING DATE.

          (b)     BUYER ACKNOWLEDGES THAT, TO THE EXTENT REQUIRED TO BE
OPERATIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS PARAGRAPH 4.4 ARE
"CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION
OR ORDER.

          4.5     TERMINATION RIGHT. If Buyer, in its sole and absolute
discretion, determines not to proceed with the Transaction or is not satisfied
with any matters relating to the Property, Buyer may Terminate this Agreement by
written notice to Seller at any time on or prior to the Due Diligence Deadline.
If Buyer does not timely exercise such right to Terminate this Agreement, then
Buyer shall be deemed to have accepted the condition of the Property (subject to
Seller's compliance with the representations, warranties and covenants of this
Agreement, and the conditions set forth in Paragraph 10) and shall thereafter
have no right to Terminate this Agreement on account of such Due Diligence
termination right under this Paragraph 4.5. If after the Due Diligence Deadline
Buyer conducts further Due Diligence, Buyer acknowledges and agrees that Buyer
shall have no further right to terminate this Agreement with respect to such
further Due Diligence or otherwise in accordance with this Paragraph 4.5 after
the Due Diligence Deadline.

     5.   COVENANTS.

          5.1     SELLER'S COVENANTS: EFFECTIVE DATE TO CLOSING DATE. Seller
agrees that between the Effective Date and the Closing Date (or for such other
period as otherwise indicated herein):

                  5.1.1  NO ALTERATION OF TITLE. Seller shall not transfer or
alter or encumber in any way Seller's title to the Real Property as it exists as
of the Effective Date without written notice to, and the prior written consent
of, Buyer. If Buyer fails to object in writing to any such proposed instrument
within five (5) Business Days after receipt of the aforementioned notice, Buyer
shall be deemed to have approved the proposed instrument. Buyer's consent shall
not be unreasonably withheld or delayed with respect to any such instrument that
is proposed by Seller.

                  5.1.2  NEW LEASES AND MODIFICATIONS TO EXISTING LEASES. If
Seller desires to (i) enter into any new Lease or Ground Lease, (ii) cancel,
modify, amend, extend or renew any existing Lease, (iii) consent to any
assignment or sublease in connection with any Lease or Ground Lease, (iv) accept
any prepayment of rent thereunder (more than thirty (30) days in advance), or
(v) take any other material action with respect to any Lease or Ground Lease,
Seller shall deliver to Buyer written notice of such action, which notice shall
contain information regarding the proposed action that Seller believes is
reasonably necessary to enable Buyer to make informed decisions with respect to
the advisability of the proposed action. Seller

                                      - 6 -
<Page>

shall not be entitled to take such action without Buyer's prior written consent,
which consent will not be unreasonably withheld, conditioned or delayed (and if
no response by Buyer is made within five (5) Business Days after Buyer's receipt
of such request and all documents related thereto, such consent shall be deemed
to have been granted). Seller shall promptly provide Buyer with true, correct
and complete copies of any Lease, modification, or amendment entered into by
Seller. Notwithstanding any provision of this Agreement to the contrary, without
any requirement for notice or consent from Buyer, Seller may, but shall not be
obligated to, take any action with respect to any Lease that the Manager may,
without the consent of Owner, take under the Management Agreement as if it had
been in effect in its current form as of the Effective Date.

                  5.1.3  CONTRACTS. If Seller desires to (i) enter into any new
Contracts, (ii) cancel, modify, amend, extend or renew any existing Contracts,
(iii) waive any default under or accept any surrender of any Contracts, or (iv)
take any other material action with respect to any Contract, Seller shall
deliver to Buyer written notice of such action, which notice shall contain
information regarding the proposed action that Seller believes is reasonably
necessary to enable Buyer to make informed decisions with respect to the
advisability of the proposed action. Except for Contracts that can be
terminated, without penalty, upon thirty (30) days (or less) written notice from
the owner of the Property, Seller shall not be entitled to take such action
without Buyer's prior written consent, which consent will not be unreasonably
withheld, conditioned or delayed (and if no response by Buyer is made within
five (5) Business Days after Buyer's receipt of such request and all documents
related thereto, such consent shall be deemed to have been granted); upon
delivery of such written consent, such Contract or modification thereof shall
thereupon be included within the definition of "Contracts" set forth herein.
Seller shall promptly provide Buyer with true, correct and complete copies of
any Contract, modification, or amendment entered into by Seller. Notwithstanding
any provision of this Agreement to the contrary, without any requirement for
notice or consent from Buyer, Seller may, but shall not be obligated to, take
any action with respect to any Contracts that the Manager may, without the
consent of Owner, take under the Management Agreement as if it had been in
effect in its current form as of the Effective Date.

                  5.1.4  RESERVED.

                  5.1.5  TAX APPEALS. Seller, or Manager on its behalf, shall
have the right to continue and to control the progress of and to make all
decisions with respect to any contest of the real estate taxes and personal
property taxes for the Property due and payable during the Closing Tax Year and
all prior Tax Years. Buyer shall have the right to control the progress of and
to make all decisions with respect to any tax contest of the real estate taxes
and personal property taxes for the Property due and payable during all Tax
Years subsequent to the Closing Tax Year. All real estate and personal property
tax refunds and credits received after Closing with respect to the Property for
the Closing Tax Year shall be applied in accordance with the terms and
provisions of the Management Agreement. Buyer and Seller agree to cooperate with
each other and to execute any and all documents reasonably requested in
furtherance of the foregoing. The provisions of this Paragraph 5.1.5 shall
survive the Closing. Notwithstanding the foregoing, Seller shall not conduct any
such contest unless the requirements applicable to the Manager's ability to make
a similar contest under the Management Agreement are satisfied as if it had been
in effect in its current form as of the Effective Date.

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<Page>

                  5.1.6  PERSONAL PROPERTY. Seller shall not remove any of the
Personal Property, Leases, Contracts or Other Interests from the Real Property
nor use any of the Personal Property prior to the Closing Date except such use
thereof as is normal and customary in the operation and maintenance of the
Property.

                  5.1.7  INTELLECTUAL PROPERTY. In the absence of an express
assignment of any Leases, licenses, permits, Contracts, or Other Interests, no
Leases, licenses, permits, Contracts, or Other Interests shall be transferred or
assigned to Buyer at Closing. Buyer also acknowledges that Seller and the Seller
Parties are subject to the Management Agreement, retaining all right, title and
interest in and to all their respective intellectual property rights that may be
used within or comprise any part of the Property except as may be specifically
licensed to Buyer pursuant to a separate license agreement with Seller or in
accordance with the terms of the Management Agreement.

                  5.1.8  LIQUOR LICENSE. The liquor licenses for the Hotels are
personal to Seller and will not be assigned to Buyer except to the extent
required by law for the Hotels to continue to have such licenses. Manager will
be responsible for applying for and obtaining any liquor licenses for the
Property from the applicable local and/or provincial and state authorities and
otherwise be liable for and conduct in accordance with applicable law all liquor
operations at the Property on and after the Closing Date in accordance with the
terms and provisions of the Management Agreement.

                  5.1.9  TENANT ESTOPPELS; GROUND LEASE ESTOPPELS. Seller shall
use reasonable efforts to obtain from each tenant under the Leases an estoppel
certificate duly executed by and delivered by such tenant in the form of EXHIBIT
L-1 with respect to each of the Leases (the "ESTOPPEL CERTIFICATE") and as
otherwise required pursuant to the terms of such Leases. Seller shall use
reasonable efforts to obtain, and subject to the provisions of Paragraph 6.2(R),
(a) from each ground lessor under the Ground Leases (other than with respect to
the Ground Lease relating to the Toronto InterContinental Hotel) an estoppel
certificate duly executed and delivered by such lessor in the form of EXHIBIT
L-2, and as otherwise required pursuant to the terms of such Ground Leases; and
(b) with respect to the Ground Lease relating to the Toronto InterContinental
Hotel from the ground lessor thereunder a consent and estoppel certificate duly
executed and delivered by such ground lessor in the form of EXHIBIT L-3, or such
other form satisfactory to Buyer acting reasonably (collectively, the "GROUND
LEASE ESTOPPEL CERTIFICATE").

                  5.1.10 CHANGE IN BRANDS. Seller shall not change, and it shall
cause its affiliates not to change, the Brand (as defined in the Management
Agreement) now in effect with respect to any Hotel.

                  5.1.11 RESERVED.

                  5.1.12 SELLER'S ACTIONS. Seller shall use reasonable efforts
prior to the applicable Closing Date to satisfy all of the closing conditions
set forth in Paragraphs 10.1 (H) and (I) and 10.4.3 and otherwise cooperate with
Buyer to complete any documentation required to effectuate the matters contained
therein.

                                      - 8 -
<Page>

          5.2     SELLER'S COVENANTS AFTER THE CLOSING DATE. On and after the
Closing Date, Seller agrees that it shall, or cause its affiliates to, do the
following:

                  5.2.1  CAPITAL EXPENDITURES. On or before the fifth
anniversary of the Initial Closing Date, Seller shall undertake (and/or cause PR
Seller to undertake), Capital Replacements (as such term is used in either the
Management Agreement or the PR Lease, as the case may be) equal to or in excess
of $25,000,000 in the aggregate, net of any applicable goods and services tax or
any similar value added tax that is refundable (but not net of any nonrefundable
sales taxes), at one or more of the Hotels (or at the PR Hotel) pursuant to a
"scope of work" report prepared by Seller and delivered to Buyer prior to such
expenditures, such work to be determined in Seller's discretion and otherwise
subject to the Management Agreement and the PR Lease other than the requirement
that such work be set forth in any Capital Replacements Budget (delivered
pursuant to the Management Agreement) or the FF&E Estimate (delivered pursuant
to the PR Lease). Any default of Buyer in funding its obligations under
Paragraph 3.2(b) shall suspend Seller's obligations under this Paragraph 5.2.1
for so long as such default continues.

                  5.2.2  FURNITURE, FIXTURE AND EQUIPMENT PERCENTAGE. Seller
shall, and shall cause its affiliates to, comply with Section 5.2(g) of the
Management Agreement.

                  5.2.3  RESERVED.

          5.3     BULK SALES. Buyer waives compliance by the Canadian Sellers
with the provisions of the BULK SALES ACT (Ontario). The applicable Canadian
Sellers shall indemnify and hold Buyer and its shareholders, directors,
officers, employees, agents and representatives harmless of and from, and will
pay for any loss, liability, damage or expense (including legal fees and
expenses) suffered by, imposed upon or asserted against it or any of them as a
result of, in respect of, connected with, or arising out of, under, or pursuant
to the failure of the parties to comply with the BULK SALES ACT (Ontario) in
respect of the transaction of purchase and sale contemplated under this
Agreement relating to the Toronto InterContinental Hotel or Toronto Staybridge
Suites Hotel, as applicable.

          5.4     APPROVALS AND NOTIFICATIONS. Each of Buyer and Seller, as
applicable, will, as promptly as practicable after the execution of this
Agreement (i) make, or cause to be made, all such filings and submissions to any
Governmental Authority as may be required or desirable (in Buyer or Seller's
respective discretion) to consummate the purchase and sale of the Property in
accordance with the terms of this Agreement, and (ii) use its commercially
reasonable efforts to take, or cause to be taken, all other actions which are
necessary or advisable (in Buyer or Seller's respective discretion) in order for
Buyer or Seller to fulfill its obligations under this Agreement. Each of Buyer
and Seller will coordinate and cooperate with the other in exchanging such
information and supplying such assistance as may be reasonably requested in
connection with the foregoing including, without limitation, providing copies of
notices and information supplied to or filed with any Governmental Authority
(except for notices and information which Buyer or Seller, as the case may be,
acting reasonably, considers highly confidential and sensitive which may be
filed on a confidential basis, but which may be shared with Buyer's or Seller's,
as the case may be, outside legal counsel or as otherwise provided in

                                      - 9 -
<Page>

Paragraph 11.2 or which constitute Confidential Materials), and all notices and
correspondence received from any Governmental Authority.

          5.5     RESERVED.

          5.6     RESERVED.

          5.7     REQUIRED WORK. Seller shall within twenty four (24) months of
the initial Closing Date:

          (a) (i) address the property conditions described as an "immediate
need" in the property condition reports prepared by ATC Associates, Inc. and
attached hereto as EXHIBIT Y, and (ii) mitigate the effects of moisture related
issues within the "mold sensitive" areas identified in the reports by ATC
Associates, Inc., for the Hilton Head Crowne Plaza Hotel, Austin, TX
InterContinental Hotel, the Houston InterContinental Hotel or the PR Hotel;

          (b)     Seller agrees to complete, or cause to be completed, all
projects actually in process and identified in the property condition reports
prepared by ATC Associates, Inc. for the Hilton Head Crowne Plaza Hotel, White
Plains Crowne Plaza Hotel or the PR Hotel; and

Seller shall be entitled to use the $25,000,000.00 allocated for capital
expenditures in Paragraph 5.2.1 to satisfy its obligations set forth in this
Paragraph.

     6.   CLOSING. Subject to the satisfaction (or waiver) of the conditions
precedent set forth in Paragraphs 10.1 and 10.2 with respect to all Hotels, with
respect to the Austin, TX InterContinental Hotel, Paragraph 10.4, and with
respect to the Atlanta, Airport Holiday Inn Hotel, Paragraph 10.5, the time and
place of initial Closing shall be held at 9:00 a.m. eastern standard time at or
through the offices of Buyer's attorneys on the Closing Date specified by Buyer
to Seller on not less than five (5) Business Days' prior written notice or such
other time and location mutually agreed to by the parties. Buyer shall have the
right to extend the Closing Deadline by exercising the Extension Option (with
respect to all Hotels, other than the Austin, TX InterContinental Hotel). The
term, "Extension Option" as used herein shall mean the option of Buyer to extend
the Closing Deadline through March 31, 2005 upon (i) giving the Seller written
notice of the exercise of such option not less than five (5) Business Days prior
to the applicable Closing Deadline, and (ii) posting the Deposit in accordance
with the terms of Paragraph 18.

          6.1     CLOSING MECHANICS. Closing shall be conducted through escrow
with the Closing Agent using an escrow procedure mutually acceptable to both
Seller and Buyer, or, if either Buyer or Seller determines in good faith that
such an escrow Closing is not practical, through a so-called "New York style"
closing (in which authorized representatives of Seller and Buyer attend the
Closing). Seller and Buyer agree to execute and deliver into escrow on the day
prior to the Closing Date (or, if applicable, execute at a "pre-closing" at
10:00 a.m. eastern standard time on the last Business Day prior to the Closing
Date but not deliver until the "New York style" closing) all Closing Documents
with funding and release to occur on the Closing Date. Upon Closing, Buyer shall
deliver to Seller the total allocated value of the Hotels being purchased on
such date (as such value is set forth on EXHIBIT A-13 hereof) and the other
items

                                     - 10 -
<Page>

required of Buyer as elsewhere set forth herein, and Seller shall deliver to
Buyer possession of the Property, subject only to the Permitted Title
Exceptions, and the other items required of Seller as elsewhere set forth
herein. Notwithstanding anything contained in this Agreement to the contrary,
including Paragraph 10, Buyer and Seller agree that the initial Closing
hereunder and the consummation of the transaction under the PR Stock Agreement
shall occur in accordance with the procedure set forth in a separate letter
agreement duly executed and delivered by each such party in connection with the
initial Closing.

          6.2     SELLER'S DELIVERIES. At Closing, Seller shall deliver or cause
to be delivered to Buyer, or, at Buyer's direction, the Manager, the following
(each of which shall be in form and substance reasonably satisfactory to Buyer):

          A. DEED OR ASSIGNMENT OF GROUND LEASE. A Special Warranty Deed (or
Canadian equivalent) in the form of EXHIBIT B-1 for the Real Property owned in
fee by Seller (or in such form as may be customary for use in such jurisdiction
and otherwise acceptable to Buyer) and an Assignment of Ground Lease in the form
of EXHIBIT B-2 for the Real Property leased by Seller, except the Toronto
InterContinental Hotel and the Toronto Staybridge Suites Hotel, for which the
transfer, Assignment of Ground Lease and the related documentation with respect
to the transfer of the legal and beneficial interests in such Real Property
shall be in the forms prescribed in Paragraph 6.2(A-2) herein (or in such form
as may be customary for use in such jurisdiction and otherwise acceptable to
Buyer). Buyer shall not receive a Ground Lease Assignment with respect to the
Ground Lease (the "LAX GROUND LEASE") relating to the Los Angeles Crowne Plaza
Hotel from Koar International Airport Center Investment Partnership.

          A-2. TRANSFERS AND ASSIGNMENTS REGARDING CANADIAN HOTELS. With respect
to the Toronto Staybridge Suites Hotel (i) a registrable form of transfer of
InterContinental Hotels Group (Canada) Inc.'s registered legal interest in the
subject Real Property to a New Brunswick nominee corporation to be designated by
Buyer (the "NOMINEE"), in the form of EXHIBIT T-1; (ii) a conveyance of
Staybridge Markham, Inc.'s beneficial interest in the subject Real Property to
Buyer in the form of EXHIBIT T-2; and (iii) an Authorization and Direction from
Staybridge Markham, Inc. to InterContinental Hotels Group (Canada) Inc.
authorizing the transfer of its legal interest in the subject Real Property to
Buyer in the form of EXHIBIT T-3. With respect to the leasehold interest under
the Ground Lease of the underlying Real Property comprising the Toronto
InterContinental Hotel (i) a registrable form of Assignment and Assumption
Agreement by and between Inter-Continental Holdings (Canada) Inc. and the
Nominee in the form of EXHIBIT T-4; (ii) a conveyance of 220 Bloor Street Hotel
Inc.'s beneficial interest under the aforementioned Ground Lease to Buyer in the
form of EXHIBIT T-5; (iii) an Authorization and Direction from 220 Bloor Street
Hotel Inc. to Inter-Continental Holdings (Canada) Inc. authorizing the
assignment of its registrable interest under the Lease to the Nominee in the
form of EXHIBIT T-6; and (iv) an Assignment and Assumption Agreement among City
of Toronto, Buyer, 220 Bloor Street Hotel Inc. and Inter-Continental Holdings
(Canada) Inc. as contemplated in the aforementioned ground lease, in the form of
EXHIBIT T-7 (and Buyer agrees to execute and deliver all of such documents on
Closing each of which shall be substantially in the form attached hereto or as
otherwise satisfactory to Buyer acting reasonably). Each of the foregoing
agreements shall be duly executed and delivered by Seller.

                                     - 11 -
<Page>

          B. BILL OF SALE. A Bill of Sale for each Hotel and certain Personal
Property related thereto substantially in the forms of EXHIBIT C-1 and EXHIBIT
C-2, duly executed and delivered by Seller.

          C. STATUTORY DECLARATIONS. (i) A Statutory Declaration concerning
certain PPSA registrations affecting the Toronto InterContinental Hotel and the
Toronto Staybridge Suites Hotel, duly executed and delivered by an authorized
officer of InterContinental Hotels Group (Canada), Inc.; and (b) a certificate
of Inter-Continental Holdings (Canada) Inc. describing certain transactions
occurring in 2004 resulting in 220 Bloor Street Hotel Inc. and Inter-Continental
Holdings (Canada) Inc. holding beneficial and registered legal title to the
leasehold interest under the Ground Lease of the underlying Real Property
comprising the Toronto InterContinental Hotel, duly executed and delivered by
InterContinental Holdings (Canada) Inc., each such Statutory Declaration to be
in form and substance satisfactory to Buyer.

          D. RESERVED.

          E. NOTICES OF ASSIGNMENT AND ASSUMPTION. If applicable, a written
notice to the tenant under a Lease stating that such Lease has been transferred
to Buyer, such notice to be in the form of reasonably agreed to by the parties,
duly executed and delivered by Seller (the "TENANT NOTICE").

          F. WITHHOLDING AND TAX CERTIFICATES. For each Seller, regarding all
Hotels in the United States owned by it, a certificate duly executed and
delivered by the applicable Seller, in the form of EXHIBIT G-1 with respect to
Section 1445 of the Code stating whether or not Seller is a foreign person as
defined in said Section 1445 and applicable regulations thereunder, and
regarding all Hotels owned by each Canadian Seller in Canada, a statutory
declaration duly executed and delivered by the applicable Seller in the form of
EXHIBIT G-2 with respect to Section 116 of the INCOME TAX ACT (Canada) stating
whether or not the Canadian Seller is a non-resident of Canada within the
meaning of said Section 116.

          G. AFFIDAVIT OF TITLE/GAP INDEMNITY. An Affidavit of Title for each
Hotel duly executed and delivered by Seller with respect to liens and title
matters in substantially the form of EXHIBIT H, or in such other form as may be
required by the Title Company.

          H. CLOSING STATEMENT. A Closing Statement Agreement in the form of
EXHIBIT I attached hereto and incorporated herein by this reference. Seller and
Buyer shall authorize and instruct the Closing Agent to file, as the "reporting
person," Internal Revenue Service Form 1099-B ("Proceeds from Real Estate,
Broker, and Barter Exchange Transactions"), if and as required by Section
6045(d) of the Code.

          I. EVIDENCE OF AUTHORITY. For each entity holding title to the Hotels
and the Manager, evidence that Seller and the Manager have the requisite power
and authority to execute and deliver, and perform under, this Agreement and all
Closing Documents, consisting of a certificate of an Assistant Secretary of
Seller and/or Manager, as the case may be, and duly executed and delivered by
such Assistant Secretary, with respect to the authority to act on behalf of
Seller or Manager of the individual executing on behalf of Seller or Manager all
documents contemplated by this Agreement, in the form of EXHIBIT J.

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          J. REAFFIRMATION. A reaffirmation of the representations, warranties
and covenants set forth herein in the form of EXHIBIT K duly executed and
delivered by Seller.

          K. TRANSFER TAX DECLARATION. If applicable, a duly completed real
estate transfer tax declaration or return.

          L. DELIVERY OF KEYS AND PROPERTY DOCUMENTS. The Property Documents and
all keys to the Property or any portion thereof.

          M. OPINIONS. One or more written opinions from counsel to Seller in
customary form and substance reasonably satisfactory to Buyer, regarding the
authorization, execution, delivery and enforceability of the (i) Management
Agreement, (ii) IHG Parent Guaranty, and (iii) such other opinions as may be
reasonably required by Buyer.

          N. MANAGEMENT AGREEMENT. The Management Agreement in the form attached
hereto as EXHIBIT P, duly executed and delivered by Manager.

          O. RETAIL SALES TAX CLEARANCE CERTIFICATES. Certificates of payment
issued by the Minister of Revenue of Ontario under Section 6 of the RETAIL SALES
TAX ACT (Ontario) to the effect that all requisite taxes under such Act and
similar legislation relating to the Toronto InterContinental Hotel and the
Toronto Staybridge Suites Hotel (other than relating to the conveyance and
transfer of the Hotels to the Buyer) have been paid by the applicable Canadian
Seller.

          P. IHG PARENT GUARANTY. The IHG Parent Guaranty in the form attached
hereto as EXHIBIT M, duly executed and delivered by IHG.

          Q. OTHER INSTRUMENTS. Such other instruments or documents as may be
reasonably requested by Buyer or the Title Company, or reasonably necessary, to
effect or carry out the purposes of this Agreement, subject to Seller's prior
approval thereof, which approval shall not be unreasonably withheld or delayed.

          R. GROUND LEASE CONSENT AND ESTOPPEL. A Ground Lease Estoppel
Certificate and Consent to Assignment of Ground Lease, duly executed by the
respective lessor in the form of EXHIBIT L-2 with respect to each of the Ground
Leases and in the form of EXHIBIT L-3 with respect to the Ground Lease relating
to the Toronto InterContinental Hotel or in such other form as Buyer and Seller
may agree; and provided however, to the extent that Seller is unable or fails to
deliver a Ground Lease Estoppel Certificate relating to a Property (such
Property being referred to as "GL PROPERTY"), Seller shall have the right to
delay the transfer of such GL Property to Buyer through June 1, 2005 in order to
satisfy such condition. In the event such Closing with respect to the GL
Property occurs on a date other than the Closing Date, the parties shall agree
to amend the Management Agreement to subject such GL Property to the terms
thereof in a manner consistent with the proposed modifications thereto regarding
the addition of the Austin, TX InterContinental Hotel Property on a date other
than the Initial Closing Date. After June 1, 2005, to the extent that Seller is
unable or fails to satisfy the foregoing condition, Buyer, as its sole remedy,
shall have the right to Terminate this Agreement as to such GL

                                     - 13 -
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Property, and to the extent applicable, the Purchase Price hereunder shall be
adjusted in accordance with the allocated value for such Hotel as set forth on
EXHIBIT A-13.

          S. AMENDMENTS TO OTHER MANAGEMENT AGREEMENTS. The Third Amendment to
Management Agreement dated as of the Initial Closing Date between
InterContinental Hotel Group Resources, Inc. ("STAYBRIDGE MANAGER") and HPT TRS
IHG-1, Inc. ("TRS-1") in the form attached hereto as EXHIBIT X, duly executed
and delivered by Staybridge Manager and which amends that certain Management
Agreement, dated as of July 1, 2003 (as amended from time to time), between
Staybridge Manager and TRS-1; and the First Amendment to Management Agreement
dated as of the Initial Closing Date between Staybridge Manager and TRS-1 in the
form attached hereto as EXHIBIT X-1, duly executed and delivered by Staybridge
Manager and which amends that certain Management Agreement, dated as of October
27, 2003, between Candlewood Manager and TRS-1 (such amendments being
collectively referred to as "OTHER MANAGEMENT AGREEMENT AMENDMENTS").

          T. TENANT ESTOPPEL CERTIFICATES. Tenant Estoppel Certificates from
each of the tenants under the Leases to the extent received by Seller.

          U. RESERVED.

          V. POST-CLOSING AGREEMENT. A Post-Closing Agreement dated the
applicable Closing Date in the form reasonably agreed to by the parties hereto,
duly executed by Seller.

          6.3     BUYER'S DELIVERIES. At the Closing, Buyer shall deliver or
cause to be delivered to Seller the following:

          A. NET PURCHASE PRICE. The net Purchase Price due at Closing under
this Agreement for the Hotel or Hotels being transferred on such applicable
date.

          B. OPINIONS. One or more written opinions from counsel to Buyer in
customary form and substance reasonably satisfactory to Seller, regarding the
authorization, execution, delivery and enforceability of the (i) Management
Agreement, (ii) HPT Guaranty, and (iii) such other opinions as may be reasonably
required by Seller.

          C. CLOSING DOCUMENT COUNTERPARTS. Executed counterparts of any of the
Closing Documents described in Paragraph 6.2 which are to be signed by Buyer.

          D. MANAGEMENT AGREEMENT; AMENDMENTS TO OTHER MANAGEMENT AGREEMENTS.
Executed counterparts of the (a) Management Agreement described in Paragraph
6.2(N) signed by Buyer, and (b) the Other Management Agreement Amendments
described in Paragraph 6.2(S) above, in each case duly executed and delivered by
TRS-1.

          E. OTHER INSTRUMENTS. Such other instruments or documents as may be
reasonably requested by Seller or the Title Company, or reasonably necessary, to
effect or carry out the purposes of this Agreement, subject to Buyer's prior
approval thereof, which approval shall not be unreasonably withheld or delayed.

                                     - 14 -
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          F. HPT GUARANTY. The HPT Guaranty in the form attached hereto as
EXHIBIT Q duly executed and delivered by HPT.

          G. GST INDEMNITY. The GST certificate and indemnity contemplated by
Paragraph 7.5.3 in the form of EXHIBIT U.

     7.   PRORATIONS, CREDITS AND CLOSING COSTS.

          7.1     PRORATION ITEMS.

          (a)     At the Closing, the following adjustments and prorations shall
be computed as of 12:01 a.m. (local time at each Property) on the Closing Date
("APPORTIONMENT TIME"). All items of revenue, cost and expense with respect to
the period prior to the Apportionment Time shall be for the account of Seller.
All revenues attributable to guests of the Hotels for the night prior to the
Closing Date shall be for the account of Seller. All items of revenue, cost and
expense of such Property with respect to the period from and after the
Apportionment Time shall be for the account of Buyer or its designee. All
adjustments and prorations shall be on an accrual basis in accordance with
generally accepted accounting principles. Seller or its designee shall be
entitled to receive any refunds of any taxes (real, personal or sales) for any
periods prior to Closing, regardless of when received.

          (b)     At the Closing, a fair and reasonable estimated accounting of
all adjustments and prorations shall be performed and agreed to by Seller and
Buyer. Subsequent final adjustments and payments (the "TRUE-UP") shall be made
in cash or other immediately available funds as soon as practicable after the
Closing Date for the Property based upon an accounting performed by the Seller
and acceptable to Buyer. In the event the parties have not agreed with respect
to the adjustments required to be made pursuant to this Paragraph 7.1 upon
application by any such party, a certified public accountant reasonably
acceptable to the parties hereto shall determine any such adjustments which have
not theretofore been agreed to by the parties hereto. The charges for such
accountant shall be borne equally by the parties to such disputed adjustment.
All adjustments to be made as a result of the final results of the True-up shall
be allocated as set forth above to the party entitled to such adjustment within
thirty (30) days after the final determination thereof. The provisions of
Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein
to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be
paid to Seller. Rather all such amounts shall be credited to Manager's
contribution to Initial Working Capital under the Management Agreement.

          7.2     CLOSING STATEMENT AND SCHEDULES. On or before five (5) days
prior to the Closing Date, Seller shall deliver to Buyer a current schedule of
the items and amounts to be prorated or credited as set forth in this Paragraph
7, and a draft closing statement for the Transaction.

          7.3     SELLER'S CLOSING COSTS. Seller shall pay the following: (a)
the fees and expenses of Seller's attorneys, (b) the costs (including recording
costs) of any cure of title defects required of Seller hereunder, (c) the
commission due any broker retained by Seller, (d) one half of all escrow agent
fees (if any are charged in connection with this Transaction), (e) one half of
costs and expenses and premiums in connection with the preparation of the Title
Reports

                                     - 15 -
<Page>

and the issuance of the Title Policies (including all endorsements reasonably
requested by Buyer), (f) one half of all recording charges due on recordation of
any Closing Documents, (g) one half of the costs and expenses of the Surveyor to
prepare the Survey, (h) one half of all of the costs of transfer, documentary,
excise, recording, sales or other nonrefundable taxes or assessments imposed by
virtue of the Transaction, including, without limitation, any Ontario retail
sales tax ("RST") imposed pursuant to the Retail Sales Tax Act (Ontario) and any
Ontario land transfer tax ("LTT") imposed pursuant to the Land Transfer Tax Act
(Ontario), provided Buyer shall provide reasonable cooperation to Seller in
reducing the total amounts described herein, (i) one half of the cost and
expense of any local counsel mutually retained by Buyer and Seller in any
jurisdiction where a Property is located including counsel located in Texas
previously retained by Buyer prior to the Effective Date with respect to zoning
matters and one-half the cost of counsel retained by the trustee in connection
with the industrial revenue bond structure for the Atlanta Airport Holiday Inn
Hotel, (j) one half of the costs and expenses of all environmental and
engineering reports regarding any Property furnished to Buyer and any
recommended and/or follow-up studies required or suggested thereby or as
otherwise heretofore requested by Buyer in connection with its Due Diligence
hereunder, and (k) one half of the costs of any zoning reports or related zoning
due diligence studies requested by Buyer in connection with its Due Diligence
hereunder.

          7.4     BUYER'S CLOSING COSTS. Buyer shall pay the following: (a)
except as otherwise provided herein, the costs of Buyer's Due Diligence, (b) one
half of the costs and expenses of all environmental and engineering reports
regarding any property furnished to Buyer and any recommended and/or follow-up
studies required or suggested thereby or as otherwise heretofore requested by
Buyer in connection with its Due Diligence hereunder, (c) the fees and expenses
of Buyer's attorneys, (d) the commission due any broker retained by Buyer, (e)
all lenders' fees related to any financing to be obtained by Buyer; (f) one half
of all recording charges due on recordation of any Closing Documents, (g) one
half of all escrow agent fees (if any are charged in connection with this
Transaction), (h) one half of the costs and expenses from the Title Company to
prepare the title reports, (i) one half of the costs, expenses and premiums for
the Title Commitment and Title Policy (including all endorsements reasonably
requested by Buyer), (j) one half of the costs and expenses of the Surveyor to
prepare the Survey, (k) one half of all costs of all transfer, documentary,
excise, recording, sales or other nonrefundable taxes or assessments imposed by
virtue of the Transaction, including, without limitation, any RST imposed
pursuant to the Retail Sales Tax Act (Ontario) and any LTT imposed pursuant to
the Land Transfer Tax Act (Ontario), provided that Seller shall provide
reasonable cooperation to Buyer in reducing the total amounts described herein,
(l) one half of the cost and expense of any local counsel mutually retained by
Buyer and Seller in any jurisdiction where a Property is located and counsel
located in Texas previously retained by Buyer prior to the Effective Date with
respect to zoning matters, and one half the cost of counsel retained by the
trustee in connection with the industrial revenue bond structure for the Atlanta
Airport Holiday Inn, and (m) one half of the costs of any zoning reports or
related zoning due diligence studies requested by Buyer in connection with its
Due Diligence hereunder.

          7.5     CANADIAN TAXES.

                  7.5.1  PAYMENT OF RST AND LTT. Payments of RST, LTT and other
nonrefundable taxes pursuant to Paragraph 7.3(h) or Paragraph 7.4(k) shall be
made by Seller

                                     - 16 -
<Page>

and/or Buyer, as applicable, directly to the relevant tax authority (such
payments to be remitted by Buyer's solicitors, in the case of amounts due upon
registration of transfer of the Toronto Hotels), and Buyer and Seller, as
applicable, shall provide evidence thereof satisfactory to each other.

                  7.5.2  LIABILITY FOR GST. Subject to Paragraphs 7.5.3 and
7.5.4, Buyer shall pay, in addition to the Purchase Price, all goods and
services tax ("GST") imposed pursuant to the Excise Tax Act (Canada) that is
applicable to the sale and transfer of the Toronto InterContinental Hotel and
Toronto Staybridge Suites Hotel and the other Property relating thereto (the
"Canadian Property") to the Canadian Seller, if any, on Closing by certified
cheque or bank draft, and Manager shall, pursuant to its obligations under the
Management Agreement to contribute amounts to the Working Capital for the
Hotels, provide for the funding of such GST to the extent such GST relates to
property transferred to the Owner (as defined in the Management Agreement).

                  7.5.3  EXCEPTION FOR GST ON REALTY. Buyer shall not be
required to pay GST to the Canadian Seller in accordance with Paragraph 7.5.2 on
the sale and transfer of any real property (namely, the Toronto InterContinental
Hotel and Toronto Staybridge Suites Hotel but excluding the Property relating
thereto) if Buyer provides the Canadian Seller on or before the Closing Date
with a certificate of Buyer, in a form reasonably acceptable to the Canadian
Seller, confirming among other things that Buyer is registered for the purposes
of the Excise Tax Act (Canada) on the Closing Date; that Buyer is holding the
Canadian Property for its own account and not in trust for or as agent for
another party; and an indemnity whereby Buyer agrees to indemnify and save
harmless the applicable Canadian Seller from and against any and all losses,
costs, damages and liabilities that may be suffered or incurred by the
applicable Canadian Seller as a result of Buyer's failure to register for the
purposes of the GST imposed under the Excise Tax Act (Canada) or Buyer's failure
to perform its obligations under such Act in connection with the purchase of the
Canadian Property.

                  7.5.4  EXCEPTION FOR GST ON PERSONALTY. The parties hereto
will use their commercially reasonable efforts in good faith to minimize (or
eliminate) any taxes payable under the EXCISE TAX ACT (Canada) in respect of the
Closing by, among other things, making such elections and taking such steps as
may be provided for under that Act (including, for greater certainty, making a
joint election in a timely manner under Section 167 of that Act) if such
elections are applicable to the transactions contemplated herein and as may
reasonably be requested by Buyer in connection with the Closing and acceptable
to the Canadian Sellers in their sole discretion, acting reasonably. Should the
parties agree to make the election under Section 167 of the EXCISE TAX ACT,
Buyer shall indemnify and hold Seller harmless in respect of any GST, penalties,
interest and other amounts which may be assessed against Seller as a result of
the transaction under this Agreement or any portion thereof not being eligible
for such election or as a result of Buyer's failure to file the election within
the prescribed time.

     8.   REPRESENTATIONS AND WARRANTIES.

          8.1     SELLER'S REPRESENTATIONS AND WARRANTIES. To induce Buyer to
enter into this Agreement, Seller covenants, represents and warrants to Buyer as
follows:

                                     - 17 -
<Page>

          A. Seller is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its formation, and has all requisite power
and authority under the laws of such jurisdiction and its respective charter
documents to enter into and perform its obligations under the Closing Documents
and to consummate the transactions contemplated thereby. Seller is duly
qualified to transact business in each jurisdiction in which the nature of the
business conducted by it requires such qualification, except where such failure
to qualify would not have a material adverse effect on Seller or the
transactions contemplated hereby.

          B. Seller has taken (or will take, prior to the Closing Date) all
necessary action to authorize the execution, delivery and performance of this
Agreement and the other Closing Documents to which it is a party, and upon the
execution and delivery of any document to be delivered by Seller on or prior to
the Closing Date, such document shall constitute the valid and binding
obligation and agreement of Seller enforceable against Seller in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application affecting the
rights and remedies of creditors and general principles of equity.

          C. The execution, delivery or performance of the Closing Documents by
Seller, and the compliance with the terms and provisions thereof, will not
result in any breach of the terms, conditions or provisions of, or conflict with
or constitute a default under any Contract or Governing Document by which Seller
is bound, or result in the creation of any lien, charge or encumbrance upon any
Property pursuant to the terms of any indenture, mortgage, deed of trust, note,
evidence of indebtedness or any other agreement or instrument by which Seller is
bound.

          D. Except as may be set forth on SCHEDULE 8.1(D), to Seller's
Knowledge, no action or proceeding is pending or threatened, and no
investigation looking toward such an action or proceeding has begun, which (i)
questions the validity of this Agreement and the other Closing Documents or any
action taken or to be taken pursuant thereto, (ii) will result in any material
adverse change in the business, operation, affairs or condition of any Property,
(iii) may result in or subject any Property to a material liability, (iv)
involves condemnation or eminent domain proceedings against any material part of
Property or (v) is likely to materially and adversely affect the ability of
Seller to perform its obligations hereunder.

          E. Other than (i) the Permitted Title Exceptions, (ii) the documents
to be assigned to Buyer pursuant to the terms hereof, true and complete copies
of which have been delivered to Buyer, (iii) the Leases set forth on SCHEDULE
8.1(E), (iv) the Contracts set forth on EXHIBIT N, (v) the Ground Leases; and
(vi) agreements and easements with governmental bodies and utility companies
which are reasonably necessary for the development and operation of the Property
as contemplated by this Agreement and the Closing Documents, there are no
material agreements, leases, licenses or occupancy agreements affecting the
Property which will be binding on Buyer subsequent to the Closing Date.

          F. Except as may be set forth in SCHEDULE 8.1(F) or in the written
inspection reports delivered to Buyer in connection herewith, to Seller's
Knowledge, there is no fact or condition which materially and adversely affects
the physical condition of the Property which has not been set forth in this
Agreement, or in the other documents, certificates or statements furnished to or
obtained by Buyer in connection with the transactions contemplated hereby.

                                     - 18 -
<Page>

          G. All utilities and services necessary for the use and operation of
the Property (including, without limitation, road access, water, electricity and
telephone) are available thereto, and are of sufficient capacity to meet
adequately all needs and requirements necessary for the current use and
operation of the Property. To Seller's Knowledge, except as may be set forth in
SCHEDULE 8.1(G), no fact, condition or proceeding exists which would result in
the termination or impairment of the furnishing of such utilities to the
Property.

          H. Except as may be set forth in SCHEDULE 8.1(H), or in the written
inspection reports (including environmental reports) delivered to Buyer in
connection herewith, to Seller's Knowledge (i) the Property and the use and
operation thereof do not violate any material federal, state, municipal or other
governmental statutes, ordinances, by-laws, rules, regulations or any other
legal requirements, including, without limitation, those relating to
construction, occupancy, zoning, adequacy of parking, environmental protection,
occupational health and safety or fire safety applicable thereto; and (ii) there
are in effect all material licenses, permits and other authorizations necessary
for the current use, occupancy and operation thereof. To Seller's Knowledge,
except as may be set forth in SCHEDULE 8.1(H), there is no threatened request,
application, proceeding, plan, study or effort which would materially adversely
affect the present use or zoning of the Property or which would modify or
realign any adjacent street or highway.

          I. Except as may be set forth in SCHEDULE 8.1(I), other than the
amounts disclosed by current tax bills, true and correct copies of which have
been delivered to Buyer, no taxes or special assessments of any kind (special,
bond or otherwise) are or have been levied with respect to the Property, or any
portion thereof, which are outstanding or unpaid, other than amounts not yet due
and payable, or if due and payable, not yet delinquent (and to the extent any
such taxes or special assessments are due and payable on the Effective Date and
prior to the Closing Date, such amount will be paid at Closing in accordance
with Paragraph 7).

          J. Each Seller, other than each Canadian Seller, is not a "foreign
person" within the meaning of Section 1445(f)(3) of the Code.

          K. Each Canadian Seller is not a non-resident of Canada within the
meaning of the INCOME TAX ACT (Canada).

          K-1 Except as may be set forth in SCHEDULE 8.1(K-1), or in the written
inspection reports (including environmental reports) delivered to Buyer in
connection herewith, to Seller's Knowledge, none of Seller or any other occupant
or user of any of the Property, or any portion thereof, have stored or disposed
of (or engaged in the business of storing or disposing of) or have released or
caused the release of any hazardous waste, contaminants, oil, radioactive or
other material on the Property, or any portion thereof, the removal of which is
required or the maintenance of which is prohibited or penalized by any
applicable federal, state or local statutes, laws, ordinances, rules or
regulations. To Seller's Knowledge, except as may be set forth in SCHEDULE
8.1(K-1), or in the written inspection reports (including environmental reports)
delivered to Buyer in connection herewith, the Property is free from any such
hazardous waste, contaminants, oil, radioactive and other materials, except any
such materials maintained in accordance with applicable law.

                                     - 19 -
<Page>

          L. To Seller's Knowledge, except as contained in the written
inspection reports (including environmental reports) delivered to Buyer in
connection herewith, there are no defects or inadequacies in the Property which,
if uncorrected, would result in a termination of insurance coverage or an
increase in the premiums charged therefor.

          M. Except as may be set forth in SCHEDULE 8.1(M), or in the written
inspection reports delivered to Buyer in connection herewith, to Seller's
Knowledge, the Property is in good working order and repair, mechanically and
structurally sound, free from material defects in materials and workmanship and
not subject to any unrepaired casualty.

          N. Except as may be set forth in SCHEDULE 8.1(N), all tax returns for
privilege, gross receipts, excise, sales and use, personal property and
franchise taxes required by law to be filed by Seller with respect to Property
prior to the Closing Date will be prepared and duly filed prior to the Closing
(or after Closing with respect to pre-Closing matters) and all taxes, if any,
shown on such returns or otherwise determined to be due, together with any
interest or penalties thereon, will be paid by Seller prior to the Closing, or
in a timely manner following Closing.

          O. Except as may be set forth in SCHEDULE 8.1(O), or in the written
inspection reports delivered to Buyer in connection herewith, there are in
effect all material licenses (including liquor licenses, if required), permits
and other authorizations necessary for the then current use, occupancy and
operation of the Property.

          P. Seller has good title to the Property free and clear of all Liens
other than Permitted Title Exceptions.

          Q. The Personal Property located at or otherwise used in connection
with the Property (i) complies in all material respects with the applicable
Brand Standards (as defined in the Management Agreement) and (ii) is otherwise
at adequate, appropriate levels and at levels that are at least equal to those
found at other similarly-situated Staybridge Suites, Crowne Plaza, Holiday Inn,
or InterContinental, as applicable, hotels.

          R. Except as may be set forth in SCHEDULE 8.1(R), or in the written
inspection reports (including without limitation environmental condition reports
and property condition reports from ATC Associates, Inc.) delivered to Buyer in
connection herewith, to Seller's Knowledge there exists no violation of any law,
regulation, order or requirement issued by any Governmental Authority against or
affecting the Property and Seller has not received any notice or order from any
Governmental Authority requiring any repairs, maintenance or improvements to any
Property which have not been fully performed.

          S. Each Real Property constitutes a separate parcel for purposes of ad
valorem real property taxes, and is not subject to a lien for non-payment of
real property taxes relating to any other property.

          T. Except as may be set forth on SCHEDULE 8.1(T), to Seller's
Knowledge, there exists no material default on the part of Seller with respect
to any Permitted Title Exception, other than those defaults which can be cured
or discharged by the payment of money and for which an allowance for the payment
thereof has been made at Closing.

                                     - 20 -
<Page>

          U. Each of the financial statements of IHG heretofore delivered to
Buyer have been properly prepared in accordance with the Accounting Principles
(as defined in the Management Agreement), are true, correct and complete in all
material respects and fairly present the consolidated financial condition of IHG
at and as of the dates thereof and the results of its operations for the periods
covered thereby. Each of the financial statements for the Hotels heretofore
delivered to Buyer have been properly prepared in accordance with the Accounting
Principles, are true, correct and complete in all material respects and fairly
present the financial condition of the Hotels covered thereby at and as of the
dates thereof and the results of their operations for the periods covered
thereby.

          V. Seller is not a debtor in any voluntary or involuntary proceeding
in bankruptcy.

          W. Other than the Leases and Ground Leases listed in SCHEDULE 8.1(W)
and the Permitted Title Exceptions, there are no contracts or agreements with
respect to the use or occupancy of the Property. The copies of the Leases and
the Ground Leases heretofore delivered by Seller to Buyer are true, correct and
complete copies thereof; neither the Leases nor the Ground Leases have been
amended except as evidenced by amendments similarly delivered to Buyer and
constitute the entire agreement between Seller and the tenants (or the ground
lessor, as applicable) thereunder. Except as otherwise set forth in SCHEDULE
8.1(W): (i) to Seller's Knowledge, each of the Leases is in full force and
effect on the terms set forth therein and to Seller's Knowledge each tenant,
thereunder is legally required to pay all sums and perform all material
obligations set forth therein without concessions, abatements, offsets, defenses
or other basis for relief or adjustment; (ii) to Seller's Knowledge, each of the
Ground Leases is in full force and effect on the terms set forth therein and the
ground lessors thereunder are legally required to perform all material
obligations set forth therein without concessions, defenses or other basis for
relief or adjustment; (iii) no such tenant (or ground lessor with respect to the
performance of any obligations under the Ground Lease, as applicable) has
asserted in writing or, to Seller's Knowledge, has any defense to, offsets or
claims against, rent payable by it or the performance of its other obligations
under its Lease (or Ground Lease, as applicable); (iv) Seller has no outstanding
obligation to provide any such tenant with an allowance to construct, or to
construct at Seller's expense, any tenant improvements; (v) no such tenant is in
arrears in the payment of any sums or in the performance of any material
obligation required of it under its Lease beyond any applicable grace period,
and no such tenant has prepaid any rent or other charges; (vi) to Seller's
Knowledge no such tenant or ground lessor, as applicable, has filed a petition
in bankruptcy or for the approval of a plan of reorganization or management
under the Federal Bankruptcy Code or under any other similar state law, or made
an admission in writing as to the relief therein provided, or otherwise become
the subject of any proceeding under any federal or state bankruptcy or
insolvency law, or has admitted in writing its inability to pay its debts as
they become due or made an assignment for the benefit of creditors, or has
petitioned for the appointment of or has had appointed a receiver, trustee or
custodian for any of its property; (vii) no such tenant or ground lessor, as
applicable, has requested in writing a modification of its Lease or Ground
Lease, respectively, or a release of its obligations under its Lease or Ground
Lease, respectively, in any material respect or has given written notice
terminating its Lease or Ground Lease, or has been released of its obligations
thereunder in any material respect prior to the normal expiration of the term
thereof; (viii) except as set forth in the Leases, no guarantor has been
released or discharged, voluntarily or involuntarily, or by operation of law,
from any

                                     - 21 -
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obligation under or in connection with any Lease or any transaction related
thereto; (ix) all security deposits paid by tenants, are as set forth in
SCHEDULE 8.1(W); (x) all lease commissions due with respect to each of the
Leases has been paid, except as otherwise set forth on SCHEDULE 8.1(W); and (xi)
the other information set forth in SCHEDULE 8.1(W) is true, correct and complete
in all material respects. No default or breach exists under any Lease or Ground
Lease on the part of Seller. Notwithstanding the above, Seller makes no
representation or warranty hereunder with respect to the LAX Ground Lease.

          X. An appropriate Seller affiliate is a "registrant" under Part IX of
the Excise Tax Act (Canada). 220 Bloor Street Hotel Inc.'s registration number
is: 84822 5546 RC0001; Staybridge Markham, Inc.'s registration number is: 84875
0071 RC 0001.

          Y. The Designated Representatives are the persons (either individually
or as a whole) to whom any condition which would render any of the statements in
Paragraph 8.1 untrue, inaccurate or incorrect in any material respect (without
regard to any knowledge qualifier contained in such statement) should be
communicated to, directly or indirectly, by any general manager of a Hotel that
first knows such condition. James Manley is the person to whom any condition
which would render any of the statements in Paragraph 8.1(Z) untrue, inaccurate
or incorrect in any material respect (without regard to any knowledge qualifier
contained in such statement) should be communicated to, directly or indirectly,
by any general manager of a Hotel that first knows such condition.

          Z. Except as set forth in SCHEDULE 8.1(Z), with respect to the Hotels
located in Canada:

                  (i)    No collective agreement is currently being negotiated
by the Canadian Seller or any other Person in respect of any of the Hotels in
Canada or the employees working at any of the Hotels in Canada and the only
collective agreements in force with respect to the employees working at any of
the Hotels in Canada are the Collective Agreements, true, correct and complete
copies of which have been provided to Buyer. To Seller's (Canada) Knowledge, (i)
none of the Hotels in Canada has committed any breaches of their obligations
under the Collective Agreements; (ii) there are no grievances or arbitration
proceedings thereunder; and (iii) there are no written or oral agreements or
course of conduct which modify the terms of the Collective Agreements;

                  (ii)   Except in respect of the Collective Agreements, no
trade union, council of trade unions, employee bargaining agency or affiliated
bargaining agent holds bargaining rights with respect to any of the employees
working at any of the Hotels in Canada by way of certification, interim
certification, voluntary recognition, or succession rights, or has applied or,
to Seller's (Canada) Knowledge, threatened to apply to be certified as the
bargaining agent of the employees working at any of the Hotels in Canada. To
Seller's (Canada) Knowledge, there are no threatened or pending union organizing
activities involving the employees working at any of the Hotels in Canada. There
is no labour strike, dispute, work slowdown or stoppage pending or involving or,
to Seller's (Canada) Knowledge, threatened against or in relation to any of the
Hotels in Canada and no such event has occurred within the last five (5) years;
and

                                     - 22 -
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                  (iii)  No trade union has applied to have any of the Hotels in
Canada declared a related employer pursuant to the LABOUR RELATIONS ACT
(Ontario).

          AA.     The Canadian Seller is not engaged in any activities and does
not provide any of the services of a business described in subsection 14.1(5) of
the INVESTMENT CANADA ACT (Canada). The aggregate value of the Property in
Canada, the control of which is being acquired as a result of the transactions
contemplated by this Agreement, calculated in accordance with the INVESTMENT
CANADA ACT (Canada) and the regulations thereunder, is less than CDN$237
million.

          BB.     Neither the aggregate value of Canadian Seller's assets in
Canada nor the gross revenues from sales in or from Canada generated from those
assets exceeds the applicable value determined pursuant to section 110 of the
COMPETITION ACT (Canada), as amended, and the regulations thereunder.

          CC.     None of this Agreement and the schedules, exhibits and other
documents delivered in connection herewith and therewith, when read together as
a whole, and with the documents or information delivered to Buyer in connection
with the transactions contemplated by this Agreement contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained therein not misleading.

          8.2     RESERVED.

          8.3     CLAIMS OF BREACH PRIOR TO CLOSING. If at or prior to the
Closing, to Seller Knowledge's any Seller's Warranty becomes untrue, inaccurate
or incorrect in any material respect (without regard to any materiality or
knowledge qualifier contained therein), Seller shall give Buyer written notice
thereof within ten (10) Business Days of obtaining such knowledge (but, in any
event, prior to the Closing). After the Due Diligence Deadline but prior to the
Closing, if to Buyer's Knowledge any Seller's Warranty is or becomes untrue,
inaccurate or incorrect in any material respect, Buyer shall give Seller written
notice thereof within five (5) Business Days of obtaining such knowledge (but,
in any event, prior to the Closing). In either such event, Seller shall have the
right to cure such misrepresentation or breach and shall be entitled to a
reasonable adjournment of the Closing upon written notice to Buyer (not to
exceed fifteen (15) days) to attempt such cure. Seller shall notify Buyer within
three (3) Business Days of its receipt of such notice if Seller has elected to
cure such untrue, inaccurate or incorrect Seller's Warranty. If Seller fails to
respond within such timeframe, Seller shall be deemed to have declined to cure
such untrue, inaccurate or incorrect Seller's Warranty.

     If to Buyer's Knowledge prior to the applicable Closing Date any Seller's
Warranty is or becomes untrue, inaccurate or incorrect in any material respect
as of the date made, and Seller is unable or unwilling to so cure such
misrepresentation or breach, then Buyer, as its sole remedy shall elect either
(a) to waive such misrepresentation or breach and consummate the Transaction
without any reduction of or credit against the Aggregate Purchase Price, or (b)
to Terminate this Agreement by written notice given to Seller on or before the
Closing Date, in which event Buyer shall be entitled to recover from Seller
within five (5) days of demand, all of Buyer's out-of-pocket costs (including
legal fees) incurred with respect to the transactions contemplated by this
Agreement.

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<Page>

     If Buyer Knows prior to the applicable Closing Date that any Seller's
Warranty becomes untrue, inaccurate or incorrect in any material respect through
no fault of Seller, and Seller is unable or unwilling to so cure such
misrepresentation or breach, then Buyer, as its sole remedy shall elect either
(a) to waive such misrepresentation or breach and consummate the Transaction
without any reduction of or credit against the Aggregate Purchase Price, or (b)
to Terminate this Agreement by written notice given to Seller on or before the
Closing Date.

     If any of Seller's Warranties are untrue, inaccurate or incorrect but are
not, in the aggregate, untrue, inaccurate or incorrect in any material respect,
Buyer shall be required to consummate the Transaction without any reduction of
or credit against the Aggregate Purchase Price. If on the Closing Date, to
Buyer's Knowledge any of Seller's Warranties are untrue, inaccurate or incorrect
in any material respect and Buyer nevertheless chooses to consummate the
Transaction, Buyer waives any right to seek damages against Seller if such
breach would otherwise have allowed Buyer to terminate this Agreement pursuant
to its terms.

     The untruth, inaccuracy or incorrectness of Seller's Warranties shall be
deemed material only if Buyer's aggregate damages resulting from the untruth,
inaccuracy or incorrectness of all Seller's Warranties are reasonably estimated
to equal or exceed three hundred thousand dollars ($300,000.00).

          8.4     SURVIVAL AND LIMITS ON BUYER'S CLAIMS. Seller's Warranties
shall survive the applicable Closing and not be merged therein for a period of
one (1) year and Seller shall only be liable to Buyer hereunder for a breach of
Seller's Warranties made herein or in any of the documents executed by Seller at
the applicable Closing with respect to which an action has been commenced by
Buyer against Seller on or before one (1) year after the date of the applicable
Closing. Notwithstanding the foregoing, whether or not the Closing occurs, if
Buyer is otherwise entitled to bring an action for damages against Seller, Buyer
shall not commence any such action until its damages are reasonably estimated to
aggregate $300,000.00 (such amount being, the "DAMAGES THRESHOLD"). In
determining the amount of the Damages Threshold, Buyer shall be able to
aggregate dollar amounts for actions that it may bring hereunder and for actions
that PR Buyer may bring under the PR Stock Agreement. All covenants set forth in
this Agreement, unless waived by Buyer, shall survive until fully performed. To
the extent that Buyer is able to recover any damages from Seller, it shall be
entitled to the entire amount of such damages notwithstanding the Damages
Threshold.

          8.5     BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer, as of the
Effective Date, represents and warrants to Seller as follows, and as a condition
precedent to Seller's obligation to consummate the Transaction at Closing
pursuant to the terms of this Agreement, the following representations of Buyer
shall be true and correct in all material respects as of the applicable Closing
Date:

          A.      STATUS AND AUTHORITY OF BUYER. Buyer is duly organized and
validly existing under the laws of the jurisdiction of its formation, and has
all requisite power and authority under the laws of such jurisdiction and under
its charter documents to enter into and perform its obligations under the
Closing Documents to which it is a party and to consummate the transactions
contemplated thereby. Buyer is (or will be as of the Closing Date) duly
qualified and in good standing in each jurisdiction in which the nature of the
business conducted by it

                                     - 24 -
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requires such qualification, except where such failure to qualify would not have
a material adverse effect on Buyer or the transactions contemplated hereby.

          B.      ACTION OF BUYER. Buyer has taken (or will take, prior to the
Closing Date) all necessary action to authorize the execution, delivery and
performance of each of the Closing Documents to which it is a party, and upon
the execution and delivery of any document to be delivered by Buyer on or prior
to the Closing Date such document shall constitute valid and binding obligation
and agreement of Buyer enforceable against Buyer in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application affecting the
rights and remedies of creditors and general principles of equity.

          C.      NO VIOLATIONS OF AGREEMENTS. Neither the execution, delivery
or performance of the Closing Documents by Buyer, nor compliance with the terms
and provisions thereof, will result in any breach of the terms, conditions or
provisions of, or conflict with or constitute a default under, or result in the
creation of any lien, or charge upon any property or assets of Buyer pursuant to
the terms of any indenture, mortgage, deed of trust, note, evidence of
indebtedness or any other agreement or instrument by which Buyer is bound.

          D.      LITIGATION. To Buyer's Knowledge, no action or proceeding is
pending or threatened, and no investigation looking toward such an action or
proceeding has begun, which (a) questions the validity of the Closing Documents
or any action taken or to be taken pursuant hereto or (b) is likely to
materially and adversely affect the ability of Buyer to perform its obligations
hereunder.

          E.      BANKRUPTCY. Buyer is not a debtor in any voluntary or
involuntary proceeding in bankruptcy.

          F.      SOPHISTICATED BUYER. Buyer is an experienced investor that
specializes in the investment in and ownership of hotel properties in
geographically diverse markets. Buyer is a sophisticated real estate owner and
investor with particular experience in the acquisition and ownership of hotels
similar to the Hotels.

          G.      GST REGISTRATION. On Closing, Buyer will be a "registrant"
under Part IX of the EXCISE TAX ACT (Canada) and prior to Closing shall provide
Seller with its GST registration number.

          H.      REPORTING. John Murray is the person to whom any condition
which would render any of the statements in this Paragraph 8.5 untrue,
inaccurate or incorrect in any material respect (without regard to any knowledge
qualifier contained in such statement) should be communicated to, directly or
indirectly, by any senior employee of HPT that first knows such condition.

          8.6     RESERVED.

     9.   CASUALTY AND CONDEMNATION. Seller shall maintain the property
insurance coverage currently in effect for the Property, or comparable coverage,
through the Closing Date. If after the Effective Date and on or prior to the
Closing Date, any portion of the improvements

                                     - 25 -
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is materially damaged or destroyed by fire or other casualty, or there shall be
commenced or instituted against any Property any Condemnation Proceeding, Seller
shall promptly (and in no event more than two (2) Business Days after the
occurrence of such casualty or Condemnation Proceeding) give written notice of
such event to Buyer, and the following provisions shall apply notwithstanding
the contrary terms of any applicable Laws with respect to the subject matter of
Paragraph 9:

          9.1     MAJOR EVENT. If such damage or destruction or Condemnation
Proceeding results in any Hotel or Hotels becoming Unsuitable for Its Permitted
Use, as reasonably determined by Buyer or Seller, (such damage or Condemnation
Proceeding shall be referred to as a "MAJOR EVENT"), then both Buyer and Seller
shall have the right to Terminate this Agreement as to either (a) only the
affected Hotel or Hotels; or (b) if three (3) or more Hotels are rendered
Unsuitable for Its Permitted Use, as to all Hotels hereunder, in each case by
written notice to the other party given no later than ten (10) Business Days
after the giving of Seller's notice of such event, and the Closing Date shall be
extended, if necessary, to provide sufficient time for Buyer or Seller to make
such election. In the case of a Major Event, and so long as neither party has
elected to Terminate this Agreement as to all Hotels, in addition to the
foregoing termination right, Seller or Buyer shall have the option to extend the
Closing Date for up to ninety (90) days for either (a) all Hotels or (b) solely
as to the Hotel(s) affected by the Major Event (to allow Seller to
repair/restore the affected Hotel in a manner satisfactory to Buyer) (in which
case the Closing for the unaffected Hotels shall proceed as set forth herein,
except the Purchase Price shall be reduced by the allocated value of the
affected Hotel as set forth on EXHIBIT A-13). To the extent that Buyer or Seller
elects to postpone Closing pursuant to the provisions of this Paragraph, Buyer
shall have the ability to conduct a limited Due Diligence review (such review
shall be limited to the conditions directly related to any restoration and
repair of such Hotel) with respect to such affected Hotel up to and including
the date that is ten (10) calendar days prior to the extended closing date for
such Hotel(s) and Buyer shall have the right to Terminate this Agreement solely
as to the Hotel affected by the Major Event only for reasons directly related to
any restoration and repair of such Hotel. To the extent that this Agreement is
terminated as to an affected Hotel, the Purchase Price shall be reduced by the
allocated value of such affected Hotel as set forth on EXHIBIT A-13.

          9.2     CLOSING DESPITE CASUALTY/CONDEMNATION. If a casualty or
Condemnation Proceeding occurs and neither Buyer nor Seller Terminates this
Agreement with respect to the affected Hotel(s) or all Hotels on account
thereof, then at Closing (a) the conveyance of the Property shall be less such
portion of the Property so taken by (or, as applicable, shall be subject to)
said Condemnation Proceeding, without adjustment of the Purchase Price, (b)
Seller shall assign to Buyer (without recourse to Seller) all the rights to all
awards or insurance proceeds with respect to such casualty or Condemnation
Proceeding (except for business interruption coverage with respect to rental
payments prior to Closing); (c) Buyer and Seller shall cause Owner and Manager
to waive any of their respective ability to terminate the Management Agreement
as to such affected Hotel or Hotels as a result of such Hotel or Hotels being
"Unsuitable for Its Permitted Use" pursuant to the terms of the Management
Agreement; and (d) Seller shall provide a credit at Closing equal to (i)
Seller's deductible under Seller's insurance policy, plus all proceeds or awards
previously paid to Seller with respect to such casualty or Condemnation
Proceeding, less (ii) an amount equal to the sum of (A) the costs, expenses and
fees, including reasonable attorneys' fees, expenses and disbursements, incurred
by

                                     - 26 -
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Seller in connection with receiving such proceeds or award, (B) any portion of
any Condemnation Proceeding award that is allocable to loss of use of the
Property prior to Closing, and the proceeds of any rental loss, business
interruption or similar insurance to the extent allocable to the period prior to
the Closing Date, and (C) the reasonable and actual costs incurred by Seller in
stabilizing and/or repairing the Property following such casualty or
condemnation.

     10.  OTHER CONDITIONS TO CLOSING. The obligation of Buyer and Seller to
close the Transaction shall be further subject to the satisfaction at or prior
to Closing of the conditions precedent set forth in this Paragraph 10.

          10.1    CONDITIONS TO BUYER'S OBLIGATIONS. The conditions precedent to
Buyer's obligations at Closing referenced above are as follows, any or all of
which may be expressly waived by Buyer in writing, at its sole option.

          A.      REPRESENTATIONS. Seller's Warranties, subject to Paragraph
8.3, shall be true and correct in all material respects on and as of the Closing
Date, except as modified in a manner permitted by the Agreement, as if made on
and as of such date except to the extent that they expressly relate to an
earlier date.

          B.      TITLE POLICY. At Closing, Buyer shall have received from the
Title Company the Title Policy (or a specimen or proforma policy thereof or
"marked" Title Commitment) together with an irrevocable written obligation of
the Title Company to issue a Title Policy in the form of such specimen or
proforma policy.

          C.      SELLER COMPLIANCE. Seller shall have performed all of the
covenants, undertakings and obligations to be performed or complied with by
Seller at or prior to the Closing.

          D.      RELIANCE LETTERS. Seller shall have delivered a reliance
letter or letters addressed to Buyer and its permitted assignees or designees
from ATC Associates, Inc. substantially in the form attached hereto as EXHIBIT W
and as otherwise reasonably acceptable to Buyer.

          E.      SALE OF CROWNE PLAZA (PUERTO RICO) INC. STOCK. The closing
under the PR Stock Agreement shall simultaneously occur; provided that the
provisions of this Paragraph shall not apply in the event that such closing has
not been consummated by reason of PR Buyer's default thereunder.

          F.      RESERVED.

          G.      RESERVED.

          H.      COLLECTIVE BARGAINING AGREEMENTS. Buyer shall have received
evidence satisfactory to it that the rights and obligations under that certain
(a) Collective Bargaining Agreement dated as of July 1, 2000 between Bass Hotels
and Resorts d/b/a Crowne Plaza Hotel and International Union of Operating
Engineers Local No. 501, AFL-CIO shall have been assigned pursuant to an
Assignment and Assumption Agreement dated the Initial Closing Date from Seller
to Manager related to the Redondo Beach Hotel; and Collective Bargaining

                                     - 27 -
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Agreement dated as of March 1, 2003 between Town Park Hotel Corporation d/b/a
Crowne Plaza Redondo Beach & Marina Hotel and Chauffeurs, Sales Drivers, Beach &
Warehousemen and Helpers Union, Local 572 International Brotherhood of
Teamsters, AFL-CIO shall have been assigned pursuant to an Assignment and
Assumption Agreement dated the Initial Closing Date from Seller to Manager
related to the Redondo Beach Hotel; and (b) Collective Bargaining Agreement
signed as of May 17, 2004 between Hotel Inter-Continental Toronto and United
Steelworkers of America shall have been assigned pursuant to an Assignment and
Assumption Agreement dated the Initial Closing Date from Seller to Manager
relating to the Toronto InterContinental Hotel.

          10.2    CONDITIONS TO SELLER'S OBLIGATIONS. The conditions precedent
to Seller's obligations at Closing referenced above are as follows, any or all
of which may be expressly waived by Seller in writing, at its sole option.

          A.      REPRESENTATIONS. Buyer's warranties set forth in Paragraph
8.3, shall be true and correct in all material respects on and as of the Closing
Date, except as modified in a manner permitted by the Agreement, as if made on
and as of such date except to the extent that they expressly relate to an
earlier date.

          B.      BUYER COMPLIANCE. Buyer shall have performed all of the
covenants, undertakings and obligations to be performed or complied with by
Buyer at or prior to the Closing.

          C.      SALE OF CROWNE PLAZA (PUERTO RICO) INC. STOCK. The closing
under the PR Stock Agreement shall simultaneously occur; provided that the
provisions of this Paragraph shall not apply in the event that such closing has
not been consummated by reason of PR Seller's default thereunder.

          10.3    WAIVER OF CONDITIONS. By closing the Transaction as it
pertains to those Hotel(s) being transferred on an applicable Closing Date,
Seller and Buyer shall be conclusively deemed to have waived the benefit of any
remaining unfulfilled conditions set forth in Paragraph 10.1 and 10.2,
respectively as they apply to such Closing.

          10.4    ADDITIONAL AUSTIN, INTERCONTINENTAL CLOSING CONDITIONS. In
addition to the conditions contained in Paragraphs 10.1 and 10.2, the conditions
precedent to Seller's or Buyer's obligation to consummate the Closing with
respect to the Austin, TX InterContinental Hotel are as follows, any or all of
which may be expressly waived by Buyer or Seller, at their sole option.

                  10.4.1 Buyer and Seller shall have consummated the Transaction
with respect to those Hotels being transferred on the Initial Closing Date.

                  10.4.2 Manager and Owner shall have executed and delivered an
amendment to the Management Agreement in order to subject the Austin, TX
InterContinental Hotel to the terms and provisions thereof, such amendment to be
in the form attached hereto as EXHIBIT R.

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<Page>

                  10.4.3 Buyer shall have received satisfactory evidence that
the annual fee with respect to the waste water permit affecting the Austin, TX
InterContinental Hotel has been paid in full by Seller.

          10.5    ADDITIONAL ATLANTA, AIRPORT HOLIDAY INN HOTEL CLOSING
CONDITIONS. To the extent that Buyer consents to assume the industrial revenue
bond obligations relating to the Atlanta Airport Holiday Inn Hotel, in addition
to the conditions contained in Paragraphs 10.1 and 10.2, the conditions
precedent to Seller's or Buyer's obligation to consummate the Closing with
respect to the Atlanta, GA, Holiday Inn Hotel are as follows, any or all of
which may be expressly waived by Buyer or Seller, at their sole option.

                  10.5.1 Buyer and Seller shall have received such documentation
reasonably required by them (and applicable Law) to transfer to Buyer (and allow
Buyer's assumption of) certain Industrial Revenue Bond obligations owed by
Seller and related tax benefits running to the benefit of Seller, in each case
relating to the Atlanta, Airport Holiday Inn Hotel, such documentation to be
duly executed and delivered by the appropriate parties thereto and be in form
and substance satisfactory to Buyer and Seller.

     11.  TRANSACTION ISSUES: BROKERS, CONFIDENTIALITY AND INDEMNITY.

          11.1    BROKERS. Seller and Buyer expressly acknowledge that Seller's
Broker has acted as the exclusive broker with respect to the Transaction and
with respect to this Agreement. Seller shall pay any brokerage commission due to
Seller's Broker in accordance with the separate agreement between Seller and
Seller's Broker. Seller agrees to hold Buyer harmless and indemnify Buyer from
and against any and all Liabilities (including reasonable attorneys' fees,
expenses and disbursements) suffered or incurred by Buyer as a result of any
claims by Seller's Broker or any other party claiming to have represented Seller
as broker in connection with the Transaction. Buyer agrees to hold Seller
harmless and indemnify Seller from and against any and all Liabilities
(including reasonable attorneys' fees, expenses and disbursements) suffered or
incurred by Seller as a result of any claims by any other party claiming to have
represented Buyer as broker in connection with the Transaction.

          11.2    PUBLICITY. Except for the Press Releases or Public
Announcements the forms of which are attached hereto as EXHIBIT S, or if no such
forms are attached, such other forms as are reasonable under the circumstances
or as may be required by law or as may be reasonably necessary, on a
confidential basis, to inform any rating agencies, potential sources of
financing, financial analysts, to perform its obligations and duties contained
in this Agreement or to receive legal, accounting and/or tax advice, the parties
agree that no party shall, with respect to this Agreement and the transactions
contemplated hereby, contact or conduct negotiations with public officials, make
any public pronouncements, issue press releases or otherwise furnish information
regarding this Agreement or the transactions contemplated hereby to any third
party without the consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that, if such information is required
to be disclosed by law, the party so disclosing the information shall use
reasonable efforts to give notice to the other parties as soon as such party
learns that it must make such disclosure.

                                     - 29 -
<Page>

     Buyer acknowledges that certain Ground Leases that affect the Hotels
require landlord consent to any assignment of those rights and/or release of
Seller from continued liability under such lease. Buyer hereby consents to
Seller's disclosure to any such landlords of Buyer's identity and financial
information. Buyer agrees to cooperate (at no material cost and expense) with
Seller and any such landlord and to provide such Buyer financial information as
may be reasonably requested by such landlord in order to consent to the proposed
assignment.

          11.3    INDEMNITY.

                  11.3.1 Buyer hereby agrees to indemnify, defend, and hold
Seller and each of the other Seller Parties free and harmless from and against
any and all Liabilities (including reasonable attorneys' fees, expenses and
disbursements) arising out of or resulting from (a) the breach of the terms of
Paragraph 11.2 or (b) the entry on the Property and/or the conduct of any Due
Diligence by Buyer or any of Buyer's Representatives at any time prior to the
Closing; provided, however, that Buyer's obligations under this clause (b) shall
not apply to the mere discovery of a pre-existing environmental or physical
condition at the Property. The foregoing indemnity shall survive the Closing
(and not be merged therein) or any earlier termination of this Agreement.

                  11.3.2 From and after Closing, Seller shall indemnify and hold
harmless Buyer from and against any and all Liabilities (including reasonable
attorneys' fees, expenses and disbursements) arising out of (i) a breach by
Seller of any representation, warranty or covenant set forth herein (however,
such indemnity shall not extend beyond the one (1) year survival period set
forth in Paragraph 8.4), (ii) events or contractual obligations, acts, or
omissions of Seller that occurred in connection with the ownership or operation
of the Property prior to the Closing Date and during the ownership of the
Property by Seller or any of its affiliates, or (iii) any damage to property of
others or injury to or death of any person or any claims for any debts or
obligations occurring on or about or in connection with the Property or any
portion thereof at any time or times prior to the Closing Date and during the
ownership of the Property by Seller or any of its affiliates.

          11.4    EMPLOYMENT INDEMNITY. The Canadian Seller shall fully
indemnify, defend and hold harmless Buyer and any of its affiliates for, from
and against any cost, loss, damage or expense (including, but not limited to,
reasonable attorneys' fees and disbursements and court costs and other expenses
of litigation, whether or not taxable under local law) related to any action,
cause of action, complaint, application, contract and covenant, whether express
or implied, claim and/or demand for damages, indemnity, costs, interest, loss or
injury brought, made or commenced against Buyer and/or any of its affiliates by
(i) any union on behalf of any employee working at any of the Hotels in Canada
or on its own behalf for any reason, (ii) by any employee working at any of the
Hotels in Canada in respect of or arising out of their employment or the
termination of their employment with the Canadian Seller and/or the Manager, or
(iii) by any organization or governmental entity relating in any way to any of
the employees working at any of the Hotels in Canada, it being understood and
agreed that the Employment Indemnity described in this Paragraph 11.4 shall be
of no force or effect to the extent that the claims described in this Paragraph
11.4, and in particular, the claims referred to in (i), (ii) or (iii), result or
arise due to any acts or omissions of Buyer or any of its affiliates. The
provisions of this Paragraph 11.4 shall survive the Closing.

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<Page>

     12.  DEFAULT AT OR PRIOR TO CLOSING.

          12.1    BUYER DEFAULT. If Buyer defaults in the observance or
performance of its covenants and obligations hereunder, and such default
continues for five (5) Business Days after the date of receipt of written notice
from Seller demanding cure of such default, provided Seller is not in default,
Seller shall be entitled, as its sole and exclusive remedy hereunder, to
Terminate this Agreement by written notice to Buyer of such termination and to
receive (x) if such termination election is made on or prior to the initial
Closing, liquidated damages equal to five percent (5%) of the Purchase Price
with respect to the allocated value of all Hotels (taking into account any
reduction to such Purchase Price in accordance with Paragraph 9.1 or otherwise
provided for herein); or (y) if such election is made at any time after the
initial Closing, five percent (5%) of the Purchase Price allocated to the
Austin, TX InterContinental Hotel, as full liquidated damages for such default
of Buyer, the parties hereto acknowledging the difficulty of ascertaining the
actual damages in the event of such a default, that it is impossible more
precisely to estimate the damages to be suffered by Seller upon Buyer's default,
that such liquidated damages is intended not as a penalty, but as full
liquidated damages and that such amount constitutes a reasonable good faith
estimate of the potential damages arising therefrom, it being otherwise
difficult or impossible to estimate Seller's actual damages which would be
suffered by Seller in the event of default by Buyer. Except with respect to any
right, obligation or liability which survives Closing or termination of this
Agreement, including any indemnification provisions set forth in this Agreement,
Seller's right to Terminate this Agreement and receive full liquidated damages,
are Seller's sole and exclusive remedies in the event of a default hereunder by
Buyer, and Seller hereby waives, relinquishes and releases any and all other
rights and remedies (except any that survive Closing or termination pursuant to
the express provisions of this Agreement), including, but not limited to: (1)
any right to sue Buyer for damages or to prove that Seller's actual damages
exceed the amount of liquidated damages set forth above which is hereby provided
Seller as full liquidated damages, (2) any right to sue Buyer for specific
performance, or (3) any other right or remedy which Seller may otherwise have
against Buyer, either at law, or equity or otherwise. Notwithstanding anything
contained herein to the contrary, if Buyer has made the Deposit hereunder and
Seller Terminates this Agreement in accordance with clause (x) of the first
sentence hereof, then Seller shall be able to receive as its sole remedy payment
of the Deposit as full liquidated damages. The provisions of this Paragraph 12.1
shall survive the termination hereof.

          12.2    SELLER DEFAULT. If Seller defaults in the observance or
performance of its covenants and obligations hereunder, and such default
continues for the greater of five (5) Business Days after the date of receipt of
written notice from Buyer demanding cure of such default, then Buyer shall be
entitled either, at Buyer's option, (i) without waiving the right to elect the
option to Terminate this Agreement, to sue Seller for specific performance of
this Agreement, but only if such suit is filed within one hundred eighty (180)
days after the occurrence of Seller's alleged default, unless Buyer is legally
precluded from bringing such suit pursuant to bankruptcy law requirements within
such one hundred eighty day period or (ii) to Terminate this Agreement by the
delivery to Seller of notice of such termination and Buyer shall be entitled to
all of its out-of pocket costs (including legal fees) incurred in connection
with the transactions contemplated by this Agreement payable within five (5)
days of demand; provided however that Buyer shall not be able to recover any of
its out-of-pocket costs (including legal fees) to the extent Seller fails or is
unable to deliver any Ground Lease Estoppel Certificate

                                     - 31 -
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pursuant to Paragraph 6.2 so long as such failure or inability is not due to any
fault of Seller. Buyer's rights to so Terminate this Agreement or sue for
specific performance are Buyer's sole and exclusive remedies hereunder in the
event of a default hereunder by Seller, and Buyer hereby waives, relinquishes
and releases any and all other rights and remedies (except any that survive
Closing or termination pursuant to the express provisions of this Agreement),
including, but not limited to: (1) any right to sue for damages, or (2) any
other right or remedy which Buyer may otherwise have against Seller either at
law, in equity or otherwise. Buyer agrees that its failure to timely commence an
action for specific performance within such the period noted above shall be
deemed a waiver by it of its right to commence an action for specific
performance as well as a waiver by it of any right it may have to file or record
a notice of lis pendens or notice of pendency of action or similar notice
against any portion of the Property. The provisions of this Paragraph 12.2 shall
survive the termination hereof.

     13.  NOTICES. All notices, consents, approvals and other communications
which may be or are required to be given by either Seller or Buyer under this
Agreement shall be properly given only if made in writing and sent by (a) hand
delivery, or (b) certified mail, return receipt requested, or (c) a nationally
recognized overnight delivery service (such as Federal Express, UPS Next Day Air
or Airborne Express), or (d) telecopying to the telecopy number listed below
(provided that a copy of such notice is also sent within one Business Day to the
party by one of the other methods listed herein), with all postage and delivery
charges paid by the sender and addressed to the Buyer or Seller, as applicable
as set forth below, or at such other address (or telecopy number) as each may
request in writing in accordance with the provisions hereof. Such notices
delivered by hand, by telecopy, or overnight delivery service shall be deemed
received on the date of delivery and, if mailed, shall be deemed received upon
the earlier of actual receipt or two days after mailing. Said notice addresses
are as follows (and Seller and Buyer shall have the right to designate changes
to their respective notice addresses, effective five (5) days after the delivery
of written notice thereof):

IF TO SELLER:            InterContinental Hotels Group
                         Three Ravinia Drive
                         Suite 100
                         Atlanta, Georgia 30346-2121
                         Attention: Robert Chitty
                         Telephone No.: (770) 604-5321
                         Telecopy No.: (770) 604-5075

     WITH A COPY TO:     InterContinental Hotels Group
                         Three Ravinia Drive
                         Suite 100
                         Atlanta, Georgia 30346-2121
                         Attention: Legal Dept. - Paul Huang
                         Telephone No.: (770) 604-2644
                         Telecopy No.: (770) 604-5075

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     WITH A COPY TO:     Alston & Bird LLP
                         1201 West Peachtree Street
                         Atlanta, GA  30309-3424
                         Attention: Timothy J. Pakenham
                         Telephone No.: (404) 881-7755
                         Telecopy No.: (404) 881-7777

IF TO BUYER:             Hospitality Properties Trust
                         400 Centre Street
                         Newton, MA 02458
                         Attention: John Murray
                         Telephone No.: (617) 964-8389
                         Telecopy No.: (617) 969-5730

     WITH A COPY TO:     Sullivan & Worcester LLP
                         One Post Office Square
                         Boston, MA 02109
                         Attention: Warren M. Heilbronner
                         Telephone No.: (617) 338-2946
                         Telecopy No.: (617) 338-2880

     14.  GENERAL PROVISIONS.

          14.1    EXECUTION NECESSARY. This Agreement shall not be binding upon
Seller or Buyer, respectively, until fully executed and delivered by a proper
official of Seller or Buyer, respectively, and no action taken by either of
their representatives shall be deemed an acceptance of this Agreement until this
Agreement has been so executed by them and delivered to each other.

          14.2    COUNTERPARTS. This Agreement may be executed in separate
counterparts. It shall be fully executed when each party whose signature is
required has signed at least one counterpart even though no one counterpart
contains the signatures of all of the parties to this Agreement.

          14.3    SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the parties hereto and their respective successors and assigns and inure to the
benefit of the parties hereto and their respective permitted successors and
assigns. Buyer shall not have the right to assign or delegate any right, duty or
obligation of Buyer under this Agreement in whole or in part to any other party
other than its affiliates without the prior written consent of Seller, which
consent Seller may grant or withhold in its sole and absolute discretion, and
any such assignment shall be null and void AB INITIO. Notwithstanding the
foregoing, Buyer shall have the right to cause Seller to convey the Property or
portions thereof to an affiliate of Buyer which is wholly owned by Buyer or
wholly owned by the owners of Buyer, or to an affiliate which is owned, in part,
by Buyer and which is controlled by Buyer as to property, operating and
management issues, and which affiliate shall be designated in writing by Buyer,
together with delivery to Seller of evidence reasonably satisfactory to Seller
of the valid legal existence of Buyer's affiliate, its qualification (if
necessary) to do business in the jurisdiction in which the Property is

                                     - 33 -
<Page>

located and of the authority of Buyer's affiliate to execute and deliver any and
all documents required of Buyer under the terms of this Agreement, which items
shall be received by Seller not less than three (3) Business Days prior to the
Closing Date; notwithstanding the foregoing, the exercise of such right by Buyer
shall not relieve Buyer of any of its obligations and liabilities hereunder
including obligations and liabilities which survive the Closing or the
termination of this Agreement, nor shall any such assignment alter, impair or
relieve such affiliate from the waivers, acknowledgements and agreements of
Buyer set forth herein, all of which are binding upon the affiliate(s) of Buyer.
In the event of any permitted designation by Buyer, any affiliate shall assume
any and all obligations and liabilities of Buyer under this Agreement but,
notwithstanding such assumption, Buyer shall continue to be liable hereunder.

          14.4    GOVERNING LAW. This Agreement shall be governed by the laws of
the State of New York.

          14.5    ENTIRE AGREEMENT. This Agreement and all the exhibits and
schedules referenced herein and annexed hereto contain the entire agreement of
the parties hereto with respect to the matters contained herein, and no prior
agreement or understanding (including without limitation any letter of intent or
similar proposals or correspondence between Buyer and Seller pertaining to any
of the matters connected with this Transaction shall be effective for any
purpose. Neither this Agreement nor any provision hereof may be waived,
modified, amended, discharged or terminated except by an instrument signed by
the party against whom the enforcement of such waiver, modification, amendment,
discharge or termination is sought, and then only to the extent set forth in
such instrument.

          14.6    TIME IS OF THE ESSENCE. TIME IS OF THE ESSENCE of the
Transaction and this Agreement. If the time period by which any right, option or
election provided under this Agreement must be exercised, or by which any act
required hereunder must be performed, or by which the Closing must be held,
expires on a Saturday, Sunday or legal or bank holiday, then such time period
shall be automatically extended through the close of business on the next
regularly scheduled Business Day.

          14.7    INTERPRETATION. The titles, captions and paragraph headings
are inserted for convenience only and are in no way intended to interpret,
define, limit or expand the scope or content of this Agreement or any provision
hereof. Even though the defined term for a party hereunder may be used in the
singular in this Agreement such term shall also include any other person or
entity, jointly or severally, included within such definition. If any time
period under this Agreement ends on a day other than a Business Day, then the
time period shall be extended until the next Business Day. This Agreement shall
be construed without regard to any presumption or other rule requiring
construction against the party causing this Agreement to be drafted. If any
words or phrases in this Agreement shall have been stricken out or otherwise
eliminated, whether or not any other words or phrases have been added, this
Agreement shall be construed as if the words or phrases so stricken out or
otherwise eliminated were never included in this Agreement and no implication or
inference shall be drawn from the fact that said words or phrases were so
stricken out or otherwise eliminated.

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<Page>

          14.8    SURVIVAL. Except as set forth herein, the covenants,
agreements, indemnities, representations and warranties contained herein shall
not survive the Closing Date or any termination of this Agreement.

          14.9    FURTHER ASSURANCES. Each party agrees to execute and deliver
to the other such further documents or instruments as may be reasonable and
necessary in furtherance of the performance of the terms, covenants and
conditions of this Agreement; provided, however, that the execution and delivery
of such documents by such party shall not result in any additional liability or
cost to such party.

          14.10   EXCLUSIVE APPLICATION. Nothing in this Agreement is intended
or shall be construed to confer upon or to give to any person, firm or
corporation other than Buyer and Seller (and their permitted successors or
assigns) hereto any right, remedy or claim under or by reason of this Agreement.
Except as set forth herein, all terms and conditions of this Agreement shall be
for the sole and exclusive benefit of the parties hereto and may not be
assigned.

          14.11   PARTIAL INVALIDITY. If all or any portion of any of the
provisions of this Agreement shall be declared invalid by Laws applicable
thereto, then the performance of said offending provision shall be excused by
the parties hereto; provided, however, that, if the performance of such excused
provision affects any material aspect of this Transaction, the party for whose
benefit such excused provision was inserted may request that the other party
enter into a modification or separate agreement which sets forth in valid
fashion the substance of such offending provision in a manner which counsel to
both parties determine is valid.

          14.12   NO IMPLIED WAIVER. Unless otherwise expressly provided herein,
no waiver by Seller or Buyer of any provision hereof shall be deemed to have
been made unless expressed in writing and signed by such party. No delay or
omission in the exercise of any right or remedy accruing to Seller or Buyer upon
any breach under this Agreement shall impair such right or remedy or be
construed as a waiver of any such breach theretofore or thereafter occurring.
The waiver by Seller or Buyer of any breach of any term, covenant or condition
herein stated shall not be deemed to be a waiver of any other breach, or of a
subsequent breach of the same or any other term, covenant or condition herein
contained.

          14.13   RIGHTS CUMULATIVE. All rights, powers, options or remedies
afforded to Seller or Buyer either hereunder or by Law shall be cumulative and
not alternative, and the exercise of one right, power, option or remedy shall
not bar other rights, powers, options or remedies allowed herein or by Law,
unless expressly provided to the contrary herein.

          14.14   ATTORNEY'S FEES. Should either party employ an attorney or
attorneys to enforce any of the provisions hereof or to protect its interest in
any manner arising under this Agreement, or to recover damages for breach of
this Agreement, the non-prevailing party in any action pursued in a court of
competent jurisdiction (the finality of which is not legally contested) agrees
to pay to the prevailing party all reasonable costs, damages and expenses,
including attorneys' fees, expended or incurred in connection therewith.

          14.15   WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES TRIAL BY JURY
IN ANY PROCEEDINGS BROUGHT BY THE OTHER PARTY IN CONNECTION

                                     - 35 -
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WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSACTION,
THIS AGREEMENT, THE PROPERTY OR THE RELATIONSHIP OF BUYER AND SELLER HEREUNDER.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING (AND NOT BE MERGED
THEREIN) OR ANY EARLIER TERMINATION OF THIS AGREEMENT.

          14.16   FACSIMILE SIGNATURES. Signatures to this Agreement transmitted
by telecopy or other electronic means shall be valid and effective to bind the
party so signing. Each party agrees to promptly deliver an execution original to
this Agreement with its actual signature to the other party, but a failure to do
so shall not affect the enforceability of this Agreement, it being expressly
agreed that each party to this Agreement shall be bound by its own telecopied or
electronic signature and shall accept the telecopied or electronic signature of
the other party to this Agreement.

          14.17   NO RECORDATION. Seller and Buyer each agrees that neither this
Agreement nor any memorandum or notice hereof shall be recorded and Buyer agrees
(a) not to file any notice of pendency or other instrument (other than a
judgment) against the Property or any portion thereof in connection herewith and
(b) to indemnify Seller against all Liabilities (including reasonable attorneys'
fees, expenses and disbursements) incurred by Seller by reason of the filing by
Buyer of such notice of pendency or other instrument. Notwithstanding the
foregoing, (a) if the same is permitted pursuant to applicable Laws, Buyer shall
be entitled to record a notice of lis pendens if Buyer is entitled to seek (and
is actually seeking) specific performance of this Agreement by Seller in
accordance with the terms of Paragraph 12.2 hereof, and (b) Buyer shall be
entitled to file a copy of all or a portion of this Agreement (or make specific
reference hereto) with the Securities and Exchange Commission in connection with
any of its filings required by Law or regulation pertaining thereto.

          14.18   MAXIMUM AGGREGATE LIABILITY. Notwithstanding any provision to
the contrary contained in this Agreement or any documents executed by Seller
pursuant hereto or in connection herewith, the maximum aggregate liability of
Seller and the Seller Parties, and the maximum aggregate amount which may be
awarded to and collected by Buyer, in connection with this Agreement and the PR
Stock Agreement for (i) the breach of any of Seller's Warranties for which a
claim is timely made by Buyer, (ii) any Seller indemnity obligations arising
from a breach of Seller's Warranties and (iii) any representation of the PR
Seller under the PR Stock Agreement which pursuant to the terms thereof survive
only for one year after the closing thereunder shall not exceed Seller's
Liability Limit. This Paragraph 14.18 is not intended to conflict in any way
with the provisions of the PR Indemnity and to the extent of any conflict with
the provisions hereof and the PR Indemnity, the terms of the PR Indemnity shall
control. The provisions of this section shall survive the Closing (and not be
merged therein) or any earlier termination of this Agreement.

          14.19   EXHIBITS AND SCHEDULES. All exhibits and schedules referred to
in, and attached to, this Agreement are hereby incorporated herein in full by
this reference.

          14.20   JURISDICTION. With respect to any suit, action or proceedings
relating to the Transaction, this Agreement, the Property or the relationship of
Buyer and Seller hereunder ("PROCEEDINGS") each party irrevocably (a) submits to
the exclusive jurisdiction of the Courts of

                                     - 36 -
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the County of New York, State of New York and the United States District Court
for the Southern District of New York, and (b) waives any objection which it may
have at any time to the laying of venue of any proceedings brought in any such
court, waives any claim that such proceedings have been brought in an
inconvenient forum and further waives the right to object, with respect to such
proceedings, that such court does not have jurisdiction over such party. The
provisions of this Paragraph 14.20 shall survive the Closing (and not be merged
therein) or any earlier termination of this Agreement.

          14.21   INTERPRETATION OF AGREEMENT AFTER INITIAL CLOSING DATE. The
parties hereto acknowledge that this Agreement, and the rights and obligations
set forth herein, shall remain in full force and effect after the Initial
Closing Date with respect to Seller's obligation to sell, and Buyer's obligation
to buy, the Austin, TX InterContinental Hotel and that each will interpret this
Agreement in accordance with that intent.

          14.22   CURRENCY. Each reference herein to any dollar amount is a
reference to such amount of United States dollars (except as set forth in
Paragraph 8.1(AA)).

          14.23   SEC MATTERS. Seller shall cooperate with Buyer or any of its
affiliates in connection with the preparation of any documents to be filed under
the Securities Act of 1933, as amended (the "SECURITIES ACT") or the Securities
Exchange Act of 1934, as amended (the "SECURITIES EXCHANGE ACT") and shall use
commercially reasonable efforts to provide such persons with financial
statements and other financial information that Buyer requests relating to
periods prior to the Closing Date and to obtain consents from Seller's
independent accountants in connection therewith.

          14.24   PLANNING ACT. All of the mutual covenants, conditions,
agreements and payments contained in this Agreement with respect to the Toronto
InterContinental Hotel and the Toronto Staybridge Suites Hotel shall be
conditional upon compliance with the PLANNING ACT (Ontario). The Canadian
Sellers covenant with Buyer that the Canadian Sellers shall obtain prior to the
Closing all necessary consents under the PLANNING ACT (Ontario) for the
conveyance of the Toronto InterContinental Hotel and the Toronto Staybridge
Suites Hotel to Buyer or its designee and shall comply with any conditions
imposed with respect to any such consent, all at Canadian Sellers' expense.

          14.25   MANAGEMENT AGREEMENT. Buyer and Seller acknowledge that the
Hotels acquired by Buyer hereunder shall be subject to the Management Agreement
(in the form attached hereto and as it may be modified by the terms hereof and
thereof).

     15.  ADDITIONAL TERMINATION RIGHTS. (a) If the Transaction has not occurred
on or prior to December 31, 2005, other than by reason of a default by a party
hereto, and unless mutually extended by the parties hereto, this Agreement shall
automatically Terminate and this Agreement shall be of no force and effect
between the parties except for those obligations which survive such termination.
(b) If any condition to the initial Closing is not satisfied or waived by March
31, 2005 either party, so long as such party is not in default hereunder, may
Terminate this Agreement by written notice to the other party (subject to any
rights of such non-defaulting party hereunder) and this Agreement shall be of no
force and effect between the parties except for those provisions which expressly
survive such termination. (c) On or before the applicable

                                     - 37 -
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Closing Date, if the PR Stock Agreement is terminated then this Agreement shall
also Terminate, provided however that if such termination results from (i) a
default by PR Seller, then Buyer shall have all of its rights hereunder against
Seller as if Seller was in default hereunder; or (ii) a default by PR Buyer,
then Seller shall have all of its rights hereunder against Buyer as if Buyer was
in default hereunder.

     16.  RETENTION OF HOTEL EMPLOYEES. Each of Buyer and Seller acknowledges
that an affiliate of Seller will manage the Hotel in accordance with the
Management Agreement described in Paragraph 17 and that Seller or an affiliate
will employ all hotel employees at the Hotel with Seller or the Manager having
the responsibilities relative to the employment of and services of these
employees as set forth in the Management Agreement. Seller and Manager shall
continue to recognize the Collective Agreements and all certifications set out
in SCHEDULE 8.1(Z).

     17.  ON-GOING MANAGEMENT OF HOTEL. Buyer and Seller each acknowledge that
Seller is unwilling to sell the Hotels unless Buyer and Seller's designated
affiliate enter into a long term, non-terminable hotel Management Agreement for
the Property. At Closing, Seller's designated affiliate and Buyer shall execute
the Management Agreement attached hereto as EXHIBIT P.

     18.  DEPOSIT. As a condition to Buyer exercising the Extension Option,
Buyer shall deposit at the time of making the Extension Option, Twenty Five
Million and No/100 Dollars ($25,000,000.00, such amount, together with any
interest earned thereon, the "DEPOSIT"), in immediately available funds, with
the Title Company or with an escrow agent mutually satisfactory to the parties
hereto ("ESCROW AGENT") on the terms and conditions set forth in this Paragraph
18. The Deposit shall be held and delivered by Escrow Agent in accordance with
the provisions of this Paragraph 18.

          18.1    DEPOSIT. Escrow Agent shall invest the Deposit in
interest-bearing instruments reasonably satisfactory to both Buyer and Seller,
shall not commingle the Deposit with any funds of Escrow Agent or others, and
shall promptly provide Buyer and Seller with confirmation of the investments
made.

          18.2    DELIVERY AT CLOSING. If the initial Closing occurs, Escrow
Agent shall deliver the Deposit to, or upon the instructions of, Buyer and
Seller on the Closing Date to be applied against that portion of the Purchase
Price due on such date.

          18.3    RETURN OR DELIVERY OF DEPOSIT OUTSIDE CLOSING. Escrow Agent
shall deliver the Deposit to Seller or Buyer only upon receipt of a written
demand therefor from such party, after which Escrow Agent shall give written
notice to the other party of such demand. Thereafter, (a) if Escrow Agent does
not receive a written objection from the other party to the proposed payment
within ten (10) days after the giving of such notice, then Escrow Agent is
hereby authorized to make such payment, but (b) if Escrow Agent does receive
such written objection within such period, Escrow Agent shall continue to hold
such amount until otherwise directed by written instructions signed by Seller
and Buyer or a final judgment of a court.

                                     - 38 -
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          18.4    STAKEHOLDER. The parties acknowledge that the Escrow Agent is
acting solely as a stakeholder at their request and for their convenience, that
Escrow Agent shall not be deemed to be the agent of either of the parties, and
that Escrow Agent shall not be liable to either of the parties for any action or
omission on its part taken or made in good faith, and not in disregard of this
Agreement, but shall be liable for its negligent acts and for any Liabilities
(including reasonable attorneys' fees, expenses and disbursements) incurred by
Seller or Buyer resulting from Escrow Agent's mistake of Law or in the
performance of its duties hereunder or any other document executed in connection
with the Deposit. Seller and Buyer shall jointly and severally indemnify and
hold Escrow Agent harmless from and against all Liabilities (including
reasonable attorneys' fees, expenses and disbursements) incurred in connection
with the performance of Escrow Agent's duties hereunder or in any other document
executed in connection with the Deposit, except with respect to actions or
omissions taken or made by Escrow Agent in bad faith, in disregard of this
Agreement, such other documents executed in connection with the Deposit or
involving negligence on the part of Escrow Agent.

          18.5    TAXES. The party receiving the Deposit (or the benefit
thereof) shall pay any income taxes on any interest earned on the Deposit. Buyer
and Seller agree that, prior to Buyer making the Deposit, they will report their
respective taxpayer identification numbers to Escrow Agent.

          18.6    EXECUTION BY ESCROW AGENT. To the extent that Buyer makes the
Deposit, the parties hereto shall amend this Agreement to make Escrow Agent a
party hereto in order to confirm Escrow Agent's agreement to provisions hereof
and that it will receive and shall hold the Deposit, in escrow, and shall
disburse the Deposit pursuant to the provisions of this Agreement. Buyer and
Seller shall be free to amend or modify this Agreement without Escrow Agent's
signature as long as such amendment does not affect Escrow Agent's liability
hereunder.

          18.7    BUYER'S TERMINATION RIGHTS AND RETURN OF DEPOSIT. If Buyer
elects to Terminate this Agreement in accordance with (x) Paragraph 8.3, the
first sentence of Paragraph 9.1 (to the extent that this Agreement is
terminated) or Paragraph 12.2; or (y) Paragraph 15 (so long as Buyer is not in
default hereunder), Buyer shall be entitled to the return of the Deposit. Under
all other circumstances, the Deposit shall be non-refundable to Buyer. Buyer's
right to receive the Deposit is in addition to (and not in limitation of) any
other right it has hereunder to collect certain damages, out-of-pocket costs or
such other amounts from Seller.

     19.  ADDITIONAL DISCLOSURE ITEMS.

          19.1    INDUSTRIAL REVENUE BOND. With respect to the Atlanta Airport
Holiday Inn Hotel, Buyer acknowledges it is aware of Seller's obligations with
respect to the $20,000,000 in aggregate principal amount of Development
Authority of Clayton County Taxable Economic Development Revenue Bonds (Bass
Resources, Inc. Project), Series 1999 (the "INDUSTRIAL REVENUE BOND") that
encumber the Hotel. Prior to the Closing Date Seller shall elect to either (i)
pay-off the Industrial Revenue Bond in full and convey the Atlanta Airport
Holiday Inn Hotel free and clear of the lien associated with the Industrial
Revenue Bonds, or (ii) require Buyer with Buyer's consent to purchase the
Atlanta Airport Holiday Inn Hotel subject to the terms of the Industrial Revenue
Bond.

                                     - 39 -
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          19.2    COLLECTIVE BARGAINING AGREEMENT. With respect to the Redondo
Beach Crowne Plaza Hotel and Toronto InterContinental Hotel, Buyer acknowledges
that each of the foregoing Hotels is subject to a collective bargaining
agreement. Buyer and Seller agree to cooperate with each other and the Manager
as to any union notices or consents required by such collective bargaining
agreements. In accordance with the terms of the Management Agreement, the
Manager will be the employer responsible for such employees under each
collective bargaining agreement.

     20.  LIMITATION OF LIABILITY. No advisor, trustee, director, officer,
employee, beneficiary, shareholder, member, partner, participant, representative
or agent of Buyer or Seller shall have any personal liability, directly or
indirectly, under or in connection with this Agreement or any agreement made or
entered into pursuant to the provisions of this Agreement, or any amendment or
amendments to any of the foregoing made at any time or times heretofore or
hereafter. In no event shall any of Buyer or Seller be entitled to punitive,
consequential or special damages under this Agreement, and each of Buyer and
Seller hereby waives any right to claim, pursue or collect same. The provisions
of this Paragraph 20 shall survive any termination of this Agreement and the
Closing hereunder.

     21.  NONLIABILITY OF TRUSTEES. THE DECLARATIONS OF TRUST ESTABLISHING
BUYER, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE
"DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF
THE STATE OF MARYLAND, PROVIDES THAT, AND SELLER HEREBY AGREES THAT, THE NAME
"HPT IHG-2 PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF BUYER SHALL BE HELD TO ANY
PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, BUYER. ALL PERSONS DEALING WITH BUYER, IN ANY WAY, SHALL LOOK ONLY TO
THE ASSETS OF BUYER, FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.

     22.  MONIES FROM SELLER. To the extent that Seller is obligated under this
Agreement to reimburse Buyer for any of its out-of-pocket costs or to pay Buyer
any other amounts hereunder, then to the extent necessary in Buyer's judgment to
preserve InterContinental Hotels Group Resources, Inc.'s status as a Code
Section 856(d)(9)(A) "eligible independent contractor" at a Code Section
856(d)(9)(D) "qualified lodging facility" owned or leased by Buyer or its
affiliates, all such amounts shall be paid from those entities comprising Seller
other than InterContinental Hotels Group Resources, Inc.

                            [SIGNATURE PAGES FOLLOW]

                                     - 40 -
<Page>

     IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement under
seal as of the day and year first above written.

                         SELLER:

                         HOLIDAY PACIFIC PARTNERS LIMITED PARTNERSHIP,
                         a Delaware limited partnership

                         By: HOLIDAY PACIFIC EQUITY CORPORATION,
                                  a Delaware corporation, as its general partner


                         By:      /s/ Robert J. Chitty
                            ----------------------------------------------------
                                  Robert J. Chitty, as its Vice President


                         BHR TEXAS, L.P., a Delaware limited partnership

                         By: INTERCONTINENTAL HOTELS GROUP RESOURCES, INC.,
                                  a Delaware corporation, as its general partner


                         By:      /s/ Robert J. Chitty
                            ----------------------------------------------------
                                  Robert J. Chitty, as its Vice President


                         INTERCONTINENTAL HOTELS GROUP RESOURCES, INC.,
                         a Delaware corporation

                         By:      /s/ Robert J. Chitty
                            ----------------------------------------------------
                                  Robert J. Chitty, as its Vice President


                         220 BLOOR STREET HOTEL INC.,
                         an Ontario corporation

                         By:      /s/ Robert J. Chitty
                            ----------------------------------------------------
                                  Robert J. Chitty, as its Vice President

<Page>

                         CROWNE PLAZA LAX, LLC,
                         a Georgia limited liability company

                         By: INTERCONTINENTAL HOTELS GROUP RESOURCES, INC.,
                                  a Delaware corporation, as its general partner


                         By:      /s/ Robert J. Chitty
                            ----------------------------------------------------
                                  Robert J. Chitty, as its Vice President


                         STAYBRIDGE MARKHAM, INC.,
                         an Ontario corporation

                         By:      /s/ Robert J. Chitty
                            ----------------------------------------------------
                                  Robert J. Chitty, as its Vice President


                         BUYER:

                         HPT IHG-2 PROPERTIES TRUST,
                         a Maryland real estate investment trust

                         By:      /s/ John G. Murray
                            ----------------------------------------------------
                                   Name: John G. Murray
                                   Title: President

                                      - 2 -
<Page>

                                   SCHEDULE A

                  ATTACHED TO AND MADE A PART OF THAT CERTAIN:
                AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                                 BHR TEXAS, L.P.
                  INTERCONTINENTAL HOTELS GROUP RESOURCES, INC.
                              CROWNE PLAZA LAX, LLC
                  HOLIDAY PACIFIC PARTNERS LIMITED PARTNERSHIP
                           220 BLOOR STREET HOTEL INC.
                            STAYBRIDGE MARKHAM, INC.

                                    AS SELLER

                                       AND

                           HPT IHG-2 PROPERTIES TRUST

                                    AS BUYER

                         (DATED AS OF FEBRUARY 9, 2005)

     "AGREEMENT" shall mean this Amended and Restated Purchase and Sale
Agreement between Seller and Buyer including all schedules, exhibits and other
attachments hereto, and documents incorporated herein by reference.

     "ANAHEIM HOLIDAY INN HOTEL" shall mean that certain Holiday Inn Hotel
located on that certain tract or parcel of land in Anaheim, California, more
particularly described on EXHIBIT A-9.

     "ANAHEIM STAYBRIDGE SUITES HOTEL" shall mean that certain Staybridge Suites
Hotel located on that certain tract or parcel of land in Anaheim, California,
more particularly described on EXHIBIT A-10.

     "ATLANTA AIRPORT HOLIDAY INN HOTEL" shall mean that certain Holiday Inn
Hotel located on that certain tract or parcel of land in Clayton County,
Georgia, more particularly described on EXHIBIT A-7.

     "AUSTIN, TX INTERCONTINENTAL HOTEL" shall mean that certain
InterContinental Hotel located on that certain tract or parcel of land in
Austin, Texas, more particularly described on EXHIBIT A-2.

     "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or any
other day on which banking institutions in The Commonwealth of Massachusetts or
the State of Georgia are authorized by law or executive action to close.

     "BUYER" shall mean the buyer referenced in the first paragraph of this
Agreement.

<Page>

     "BUYER'S DILIGENCE REPORTS" shall mean the results of any examinations,
inspections, investigations, tests, studies, analyses, appraisals, evaluations
and/or investigations prepared by or for or otherwise obtained by Buyer or
Buyer's Representatives in connection with Buyer's Due Diligence.

     "BUYER'S KNOWLEDGE" or "BUYER KNOWS" shall mean the actual (and not the
imputed or constructive) knowledge of John Murray of HPT.

     "BUYER'S REPRESENTATIVES" shall mean Buyer's officers, employees, agents,
advisors, representatives, attorneys, accountants, consultants, lenders,
investors, contractors, architects and engineers.

     "CANADIAN SELLER" shall mean 220 Bloor Street Hotel Inc. and Staybridge
Markham, Inc. and as owner and ground lessee, respectively, of the Toronto
InterContinental Hotel and the Toronto Staybridge Suites Hotel.

     "CLOSING" shall mean the consummation and closing of the Transaction.

     "CLOSING AGENT" shall mean the Title Company or such other party as is
selected by Buyer and Seller to fund the Closing in escrow.

     "CLOSING DATE" shall mean as the context so requires, (i) the date on which
Buyer acquires title to the Property in accordance with the terms hereof which
date shall be on or before the Closing Deadline as defined in Paragraph 1.1 of
this Agreement except for the Austin, TX InterContinental Hotel or any other
Hotel for which the acquisition by Buyer has been delayed in accordance with
terms of this Agreement; or (ii) with respect to the Austin, TX InterContinental
Hotel, June 1, 2005; or (iii) with respect to any Hotel not acquired on the date
pursuant to clause (i) or (ii) hereof, the date as may be agreed to by the
parties in accordance with the terms and provisions of this Agreement.

     "CLOSING DEADLINE" is defined in Paragraph 1.1 of this Agreement.

     "CLOSING DOCUMENTS" shall mean the documents and instruments delivered by
Buyer and Seller, in order to consummate the Transaction.

     "CLOSING TAX YEAR" shall mean the Tax Year in which the Closing Date
occurs.

     "CODE" shall mean the United States Internal Revenue Code of 1986 and the
Treasury Regulations promulgated thereunder, each as from time to time amended.

     "COLLECTIVE AGREEMENTS" means the collective agreements in respect of the
Hotels in Canada and all related documents including letters of understanding,
letters of intent and other written communications with bargaining agents for
employees working at any of the Hotels in Canada which impose any obligations
upon the Canadian Seller or any of its affiliates, all as listed and described
in SCHEDULE 8.1(Z).

     "CONDEMNATION PROCEEDING" shall mean any proceeding in condemnation,
expropriation, eminent domain or any written request for a conveyance in lieu
thereof, or any

                                      - 2 -
<Page>

notice that such proceedings have been or will be commenced against any portion
of the Property.

     "CONFIDENTIAL MATERIALS" shall mean excerpts of any books, computer
software, databases, records or files (whether in a electronic or printed
format) that consist of or contain any of the following: appraisals; budgets;
strategic plans for the Property; internal analyses; information regarding the
marketing of the Property for sale; submissions relating to obtaining internal
authorization for the sale of the Property by Seller or any direct or indirect
owner of any beneficial interest in Seller; attorney and accountant work
product; attorney-client privileged documents; internal correspondence of
Seller, any direct or indirect owner of any beneficial interest in Seller, or
any of their respective affiliates and correspondence between or among such
parties; or other information or materials in the possession or control of
Seller, Seller's property manager or any direct or indirect owner of any
beneficial interest in Seller which such party deems proprietary or
confidential.

     "CONSENT TO ASSIGNMENT OF GROUND LEASE" shall mean a consent and assignment
to Ground Lease delivered by the landlord under a Ground Lease to Seller, in
form and substance satisfactory to Buyer.

     "CONTRACTS" shall mean all contracts respecting leasing, management,
maintenance or operation of the Real Property, including, but not limited to,
equipment leases, agreements with respect to building systems, service,
construction, and maintenance contracts, but specifically excluding any license
to Seller of computer hardware, software, or system(s) or any other item
constituting Excluded Assets . A summary list of the Contracts (including
identity of contract parties and type of service) is shown on EXHIBIT N and made
a part hereof.

     "DUE DILIGENCE" shall mean the investigation by Buyer and Buyer's
Representatives of the feasibility and desirability of purchasing the Property,
including all audits, surveys, examinations, inspections, investigations, tests,
studies, analyses, appraisals, evaluations, investigations and verifications
with respect to the Property, the Property Documents, title matters, applicable
land use and zoning Laws and other Laws applicable to the Property, the physical
condition of the Property, the economic status of the Property, and other
information and documents regarding the Property, including, but not limited to,
investigations of the legal and physical status of the Property by such
consultants, engineers, architects and/or entomologists as Buyer requires, tests
and assessments with respect to environmental matters, soil tests, asbestos
analysis, mold analysis, structural review, examination of title to the
Property, preparation of a Survey of the Land, and verification of all
information made or to be made available to Buyer with respect to Property.

     "DUE DILIGENCE DEADLINE" is defined in Paragraph 1.1 of this Agreement.

     "EFFECTIVE DATE" shall mean December 17, 2004, the date of the Original
Agreement.

     "EXCLUDED ASSETS" shall mean, with respect to any Property:

                                      - 3 -
<Page>

     (i)    any right, title or interest in the name "Staybridge,"
"InterContinental," Holiday Inn," or "Crowne Plaza", as applicable, hotel and
other System Marks (as defined in the Management Agreement);

     (ii)   all licenses and permits necessary for Manager to manage such
Property pursuant to the Management Agreement;

     (iii)  all computer software that is the property of Seller or any of its
affiliates and for which Seller or such affiliate is the owner or copyright
holder and not a mere licensee;

     (iv)   any and all motor vehicles;

     (v)    any and all menus, stationery, or other items indicating that such
Property is owned by the Seller;

     (vi)   any and all personal property of the employees of the Properties;

     (vii)  books, ledger sheets, files and records with respect to the
operation of such Property;

     (viii) all contracts relating to such Property or its operations, other
then the Contracts, Leases and the Permitted Title Exceptions;

     (ix)   alcoholic beverages inventories; and

     (x)    leased two way radios.

     "GOVERNING DOCUMENTS" shall mean the certificate or articles of
incorporation, bylaws, declaration of trust, formation or governing agreement or
other charter documents or organizational or governing documents or instruments.

     "GOVERNMENTAL AUTHORITY" means any U.S. or Canadian federal, provincial or
municipal government or governmental authority or official having jurisdiction
over the Property, and includes any court, board, commission, department,
administrative agency or regulatory body thereof.

     "GROUND LEASE" shall mean, as the context so requires, each of the ground
leases set forth on EXHIBIT V.

     "GROUND LEASE ESTOPPEL CERTIFICATE" shall have the meaning assigned to such
term in Paragraph 5.1.9 of this Agreement.

     "HILTON HEAD CROWNE PLAZA HOTEL" shall mean that certain Crowne Plaza Hotel
located on that certain tract or parcel of land in Hilton Head, South Carolina,
more particularly described on EXHIBIT A-6.

     "HOTEL" shall mean any individual hotel located on the Land and described
on EXHIBITS A-1 THROUGH A-12.

                                      - 4 -
<Page>

     "HOUSTON INTERCONTINENTAL HOTEL" shall mean that certain InterContinental
Hotel located on that certain tract or parcel of land in Houston, Texas, more
particularly described on EXHIBIT A-1.

     "HPT" shall mean Hospitality Properties Trust, a Maryland real estate
investment trust.

     "HPT GUARANTY" shall mean the Guaranty Agreement substantially in the form
attached hereto as EXHIBIT Q made by Hospitality Properties Trust for the
benefit of Manager and PR Tenant (as defined therein), as the same may be
amended, restated, supplemented or otherwise modified from time to time.

     "IHG" shall mean InterContinental Hotels Group, PLC, a United Kingdom
corporation.

     "IHG PARENT GUARANTY" shall mean the Amended and Restated Consolidated
Guaranty Agreement substantially in the form attached hereto on EXHIBIT M to be
made by IHG for the benefit of HPT, Owner and certain of their affiliates, as
the same may be amended, restated, supplemented or otherwise modified from time
to time.

     "INITIAL CLOSING DATE" shall mean the date on which Buyer acquires title to
the Property in accordance with the terms hereof (other than the Austin, TX
InterContinental Hotel or any other Hotel for which the acquisition by Buyer has
been delayed in accordance with the terms of this Agreement) which date shall be
on or before the Closing Deadline.

     "LAND" shall mean those certain tracts or parcels of land, more
particularly described on EXHIBITS A-1 TO A-12.

     "LAW" shall mean any United States or Canadian federal, state, provincial
or local or municipal law, statute, ordinance, code, order, decrees, or other
governmental rule, regulation or requirement, including common law.

     "LEASES" shall mean all leases, subleases, rental agreements and other
occupancy agreements for the use or occupancy of any portion of the Real
Property, or improvements located thereon if any, together with all amendments
to, modifications of, renewals and extensions thereof.

     "LIEN" shall mean any mortgage, charge, deed of trust, security deed, lien,
judgment, pledge, conditional sales contract, security interest, past-due taxes,
past-due assessments, contractor's lien, materialmen's lien, construction lien,
judgment or similar encumbrance against the Property of a monetary nature.

     "LIABILITIES" shall mean any and all direct or indirect damages, demands,
claims, payments, problems, conditions, obligations, actions or causes of
action, assessments, losses, liabilities, costs and expenses of any kind or
nature whatsoever, including, without limitation, penalties, interest on any
amount payable to a third party, lost income and profits, and any legal or other
expenses (including, without limitation, reasonable attorneys' fees and
expenses) reasonably incurred in connection with investigating or defending any
claims or actions, whether or not resulting in any liability. In no event shall
"Liabilities" include the right of Seller or

                                      - 5 -
<Page>

Buyer to collect punitive, consequential, or special damages under this
Agreement, and each of Buyer and Seller waive any right to collect the same.

     "LOS ANGELES CROWNE PLAZA HOTEL" shall mean that certain Crowne Plaza Hotel
located on that certain tract or parcel of land in Los Angeles, California, more
particularly described on EXHIBIT A-5.

     "MANAGEMENT AGREEMENT" shall mean that certain agreement for management
services between Buyer and Manager in the form attached hereto as EXHIBIT P.

     "MANAGER" shall mean the IHG Management (Maryland) LLC, and any of its
permitted successors and assigns.

     "MEMPHIS HOLIDAY INN HOTEL" shall mean that certain Holiday Inn Hotel
located on that certain tract or parcel of land in Memphis, Tennessee, more
particularly described on EXHIBIT A-8.

     "OTHER INTERESTS" shall mean the following other interests of Seller in and
to the Real Property, Leases, Contracts, or Personal Property, or pertaining
thereto: (a) to the extent that the same are in effect as of the Closing Date,
and not retained by Seller or its affiliates pursuant to the terms hereof or the
Management Agreement or constitute Excluded Assets, any licenses (but excluding
any franchise license rights or liquor licenses), permits and other written
authorizations necessary for the use, operation or ownership of the Real
Property, and (b) any guaranties and warranties in effect with respect to any
portion of the Real Property or the Personal Property as of the Closing Date.

     "OWNER" shall mean the Owner under the Management Agreement.

     "PERMITTED TITLE EXCEPTIONS" shall mean, subject to Buyer's rights to
review and make objection to the status of title and survey as set forth in this
Agreement, and the right of Buyer to Terminate this Agreement pursuant to
Paragraph 4.5 if the Due Diligence is not satisfactory, the following: (a) the
Leases and any new Leases entered into between the Effective Date and the
Closing Date in accordance with the terms of this Agreement; (b) all real estate
taxes and assessments not yet due and payable as of the Closing Date; (c) local,
state and federal (if applicable) zoning and building Laws; (d) the Record
Exceptions disclosed by the Title Commitment and not Removed or required to be
Removed as provided for in Paragraph 4 hereof; (e) the state of facts disclosed
by a current Survey of the Land obtained by Buyer and not Removed or required to
be Removed as provided for in Paragraph 4 hereof; and (f) any other matters
approved as Permitted Title Exceptions in writing by Buyer prior to Closing or
deemed approved as Permitted Title Exceptions pursuant to this Agreement.

     "PERSONAL PROPERTY" shall mean (a) all Property Documents; (b) all keys and
combinations to all doors, cabinets, safes, enclosures and other locking items
or areas on or about the improvements; (c) the food and beverage inventory of
the Hotel; and (d) all tangible personal property, including, but not limited
to, all "Inventories", as such term is defined in the Uniform System of
Accounts, and all other tools, vehicles, supplies, artwork, furniture,
furnishings, machinery, equipment, specialized hotel equipment and other
tangible personal property, in each

                                      - 6 -
<Page>

case, owned or leased by Seller in connection with the ownership, operation or
maintenance of the Hotel, including without limitation all china, glassware,
silverware, linens, towels, curtains, uniforms, works of art, engineering,
maintenance, and housekeeping supplies, draperies, materials and carpeting, used
or intended for use, but not for sale, in connection with the operation of the
Hotel, all equipment used in the operation of the kitchen, dining rooms,
lounges, bars, laundry, dry cleaners, lobby, reservation desk and all supplies,
merchandise, food and beverages held for sale in connection with the operation
of the Hotel, which are on hand on the Effective Date; but specifically
excluding (i) any Confidential Materials, (ii) any computer hardware, software,
or system that is licensed to Seller, and (iii) any Excluded Assets.

     "PR BUYER" shall mean Buyer.

     "PR HOTEL" shall mean that certain InterContinental Hotel located in San
Juan, Puerto Rico and leased by an affiliate of Manager to an affiliate of Owner
pursuant to that certain lease Agreement to be entered pursuant to the terms of
the PR Stock Agreement.

     "PR INDEMNITY" shall mean that certain Indemnity Agreement made by PR
Seller and Holiday Hospitality Franchising, Inc. for the benefit of Buyer.

     "PR LEASE" shall mean that certain Lease Agreement to be delivered by HPT
IHG PR, Inc., as landlord, and InterContinental Hotels (Puerto Rico) Inc., as
tenant, in accordance with the transactions described in the PR Stock Agreement.

     "PR PROPERTY" shall have the meaning ascribed to the term "Property" in the
PR Lease.

     "PR SELLER" shall mean Six Continents International Holdings B.V., a
Netherlands closed limited liability company.

     "PR STOCK AGREEMENT" shall mean that certain Stock Purchase Agreement
pursuant to which an affiliate of Manager has agreed to sell the stock of the
owner of the PR Property to an affiliate of Owner, as the same may be amended
from time to time.

     "PROPERTY" shall mean the Real Property, the Leases, the Contracts, the
Personal Property and the Other Interests, but specifically excluding any right
to or interest in any liquor license and intellectual property rights referenced
in Paragraph 5 hereto and other items constituting Excluded Assets.

     "PROPERTY DOCUMENTS" shall mean all books, records and files of Seller and
of the Manager for any Property related thereto (other than those books, records
or files containing Confidential Materials, provided, however that Seller shall
make available extracts of non-confidential information contained in such books,
records or files).

     "PURCHASE PRICE" is defined in Paragraph 3.2.

     "REAL PROPERTY" shall mean the Land, including, without limitation, (a) the
Hotel and any other buildings located on the Land and all other improvements,
(b) all easements and rights-of-way appurtenant to the Land and other easements,
rights-of-way, grants of right, licenses, privileges or other agreements for the
benefit of, belonging to or appurtenant to the Land whether

                                      - 7 -
<Page>

or not situated upon the Land, including, without limitation, signage rights and
parking rights or agreements, all whether or not specifically referenced on
EXHIBITS A-1 TO A-12, (c) all mineral, oil and gas rights, riparian rights,
water rights, sewer rights and other utility rights allocated to the Land, (d)
all right, title and interest, if any, of the owner of the Land in and to any
and all strips and gores of land located on or adjacent to the Land, and (e) all
right, title and interest of the owner of the Land in and to any roads, streets
and ways, public or private, open or proposed, in front of or adjoining all or
any part of the Land and serving the Land.

     "RECORD EXCEPTIONS" shall mean all instruments recorded in the real estate
records or land titles registry of the County or municipality in which the Land
is located which affect the status of title to the Real Property or the Land
subject to any leasehold interest evidenced by a Ground Lease.

     "REDONDO BEACH CROWNE PLAZA HOTEL" shall mean that certain Crowne Plaza
Hotel located on that certain tract or parcel of land in Redondo Beach,
California, more particularly described on EXHIBIT A-4.

     "REMOVE" with respect to any exception to the title of the Real Property,
shall mean that Seller causes the Title Company to remove or affirmatively
insure over the same as an exception to the Title Policy, to the reasonable
satisfaction of Buyer, without any additional cost to Buyer, whether such
removal or insurance is made available in consideration of payment, bonding,
indemnity of Seller or otherwise.

     "REQUIRED REMOVAL ITEMS" shall mean, collectively, any Title Objections to
the extent (and only to the extent) that the same (a) have not been caused by
Buyer or any Buyer's Representatives, and (b) are either: (i) Liens evidencing
monetary encumbrances (other than liens for general real estate taxes or
assessments not yet due and payable) which can be Removed by payment of
liquidated amounts, (ii) liens or encumbrances (including, but not limited to,
monetary liens) created by Seller after the Effective Date and not consented to
by Buyer; or (iii) items which Seller has agreed to Remove pursuant to Paragraph
4.3 of this Agreement.

     "SELLER" shall mean the Seller referenced in the first paragraph of this
Agreement.

     "SELLER'S BROKER" shall mean The Plasencia Group, Inc.

     "SELLER'S (CANADA) KNOWLEDGE" shall mean the actual (and not the imputed or
constructive knowledge) of James P. Manley.

     "SELLER'S LIABILITY LIMIT" shall mean an amount that does not exceed in the
aggregate five percent (5%) of the sum of the total allocated values of all the
Hotels set forth on EXHIBIT A-13 to this Agreement and the purchase price of the
common stock of the PR Seller as set forth in the PR Stock Agreement, plus
$25,000,000.00.

     "SELLER'S KNOWLEDGE" shall mean the actual (and not the imputed or
constructive) knowledge of Robert Chitty, Robert Gunkel, and Thomas
Brettschneider (collectively, the "Designated Representatives").

                                      - 8 -
<Page>

     "SELLER PARTIES" shall mean and include, collectively, (a) Seller; (b) its
counsel; (c) any broker retained by Seller; (d) Seller's property manager; (e)
any direct or indirect owner of any beneficial interest in Seller; (f) any
officer, director, employee, or agent of Seller, its counsel, any Broker
retained by Seller, Seller's property manager or any direct or indirect owner of
any beneficial interest in Seller; and (g) any other entity or individual
affiliated or related in any way to any of the foregoing.

     "SELLER'S POSSESSION", "IN THE SELLER'S POSSESSION" or words of similar
import shall be deemed to mean to the extent the material or other item referred
to by such phrase is located at the Hotel or in Seller's corporate headquarters.

     "SELLER'S REPRESENTATIVES" shall mean Seller's officers, employees, agents,
advisors, representatives, attorneys, accountants, consultants, investors,
contractors, architects and engineers.

     "SELLER'S WARRANTIES" shall mean Seller's representations and warranties
set forth in this Agreement and the limited warranty of title set forth in the
deed executed by Seller in connection with Closing, as the same may be modified
or waived by Buyer pursuant to this Agreement.

     "SURVEY" shall mean a survey of the Land obtained by Buyer pursuant to
Paragraph 4.

     "TAX YEAR" shall mean the year period commencing on January 1 of each
calendar year and ending on December 31 of each calendar year.

     "TENANT" shall mean a tenant under a Lease; collectively, all tenants under
the Leases are referred to as the "Tenants".

     "TERMINATE" shall mean the termination of this Agreement, by Buyer or
Seller as applicable as set forth in this Agreement, in which event thereafter
neither party hereto shall have any further rights, obligations or liabilities
hereunder except to the extent that any right, obligation or liability set forth
in this Agreement expressly survives termination hereof.

     "TITLE COMMITMENT" shall mean the Commitment of the Title Company to issue
the Title Policy relating to Real Property, as applicable, as the same may be
updated from time to time.

     "TITLE COMPANY" shall mean either Fidelity National Title or such other
title company selected by Buyer.

     "TITLE OBJECTIONS" shall mean any defects in title (including any Record
Exceptions which are not acceptable to Buyer) or Survey (including the
description of the Land) which may be revealed by Buyer's examinations thereof
to which Buyer timely objects in accordance with the terms of Paragraph 4.3.

     "TITLE POLICY" shall mean the ALTA Owner's Policy of Title Insurance (or
such other comparable form of title insurance policy as is available in the
jurisdiction in which the Property is located) issued by the Title Company in
the amount of the Purchase Price and in the form of the Title Commitment, and
containing such endorsements as reasonably requested by Buyer.

                                      - 9 -
<Page>

     "TORONTO INTERCONTINENTAL HOTEL" shall mean that certain InterContinental
Hotel located on that certain tract or parcel of land in Toronto, Ontario leased
pursuant to that certain Ground Lease dated November 18, 1987 from The
Corporation of the City of Toronto, more particularly described on EXHIBIT A-12
in which the registered leasehold interest thereof is vested in
Inter-Continental Holdings (Canada) Inc. and the beneficial leasehold interest
thereof is vested in 220 Bloor Street Hotel Inc.

     "TORONTO STAYBRIDGE SUITES HOTEL" shall mean that certain Staybridge Suites
Hotel located on that certain tract or parcel of land in Markham, Ontario, more
particularly described on EXHIBIT A-11 the registered owner of which is
InterContinental Hotels Group (Canada) Inc. and the beneficial owner of which is
Staybridge Markham, Inc.

     "TRANSACTION" shall mean the purchase and sale transactions occurring on
the applicable Closing Date contemplated by this Agreement.

     "UNIFORM SYSTEM OF ACCOUNTS" shall mean the Uniform System of Accounts for
the Lodging Industry, prepared by The Hotel Association of New York City, Inc.,
in effect as of the date hereof.

     "UNSUITABLE FOR ITS PERMITTED USE" shall mean with respect to a Hotel, a
state or condition of such Hotel such that (a) following any damage or
destruction involving such Hotel, such Hotel cannot be operated in the good
faith judgment of Buyer, Seller or Manager on a commercially practicable basis
and it cannot reasonably be expected to be restored to substantially the same
condition as existed immediately before such damage or destruction and otherwise
as required under ARTICLE 15 of the Management Agreement, using only the net
proceeds of insurance obtained in connection therewith and other funds that
Seller or Manager elect to provide pursuant to the terms of ARTICLE 15 of the
Management Agreement within twelve (12) months following such damage or
destruction or such shorter period of time as to which business interruption
insurance is available to cover amounts to be paid to Owner under the Management
Agreement upon the effectiveness thereof and other costs related to the Hotel
following such damage or destruction, or (b) as the result of a partial taking
by a Condemnation Proceeding, such Hotel cannot be operated in the good faith
judgment of Seller, Buyer or Manager on a commercially practicable basis in
light of then existing circumstances.

     "WHITE PLAINS CROWNE PLAZA HOTEL" shall mean that certain Crowne Plaza
Hotel located on that certain tract or parcel of land in White Plains, New York,
more particularly described on EXHIBIT A-3.

                                     - 10 -
<Page>

The following exhibits and schedules have been omitted and will be
supplementally furnished to the Securities and Exchange Commission upon request:

<Table>
<Caption>
SCHEDULE    DOCUMENT
--------    --------
<S>         <C>
A           Definitions

6.1         Closing Procedure

            SELLER'S REPS AND WARRANTIES

8.1(D)       Pending or Threatened Litigation

8.1(E)       List of Leases

8.1(F)       Conditions Materially Affecting The Property

8.1(G)       Conditions Materially Affecting Utilities And Services

8.1(H)       Violation of Laws Relating To Zoning, Construction,
             Health And Fire Safety, Etc.

8.1(I)       Unpaid (Delinquent) Taxes or Special Assessments

8.1(K-1)     Hazardous Materials

8.1(M)       Material Defects In Property

8.1(N)       Unpaid Taxes

8.1(O)       Unobtained Licenses And Permits

8.1(R)       Violation Of Laws

8.1(T)       Material Defaults With Respect To Permitted Title Exceptions

8.1(W)       Information With Respect To Leases And Ground Leases

8.1(Z)       Toronto InterContinental Hotel Employment Matters
</Table>

<Page>

<Table>
<Caption>
EXHIBIT     DOCUMENT
-------     --------
<S>         <C>
A-1         Houston InterContinental Hotel

A-2         Austin, TX InterContinental Hotel

A-3         White Plains Crowne Plaza Hotel

A-4         Redondo Beach Crowne Plaza Hotel

A-5         Los Angeles Crowne Plaza Hotel

A-6         Hilton Head Crowne Plaza Hotel

A-7         Atlanta Airport Holiday Inn Hotel

A-8         Memphis Holiday Inn Hotel

A-9         Anaheim Holiday Inn Hotel

A-10        Anaheim Staybridge Suites Hotel

A-11        Toronto Staybridge Suites Hotel

A-12        Toronto InterContinental Hotel

A-13        General property descriptions, title holder and
            allocation of purchase price (for all Hotels)

B-1         Special Warranty Deed

B-2         Assignment of Ground Lease

C-1         Bill of Sale (Hotel)

C-2         Bill of Sale (Personal Property)

D           Assignment and Assumption of Leases

E           Assignment of Contracts, Warranties and Other Interests

F-1         Notice of Sale (to the Tenants)

F-2         Notice of Assignment (to service contract providers)

G-1         Non-Foreign Certificate (Domestic)

G-2         Non-Foreign Certificate (Canadian)

H           Affidavit of Title

I           Closing Statement Agreement

J           Authority Certificate

K           Certificate of Reaffirmation

L-1         Tenant Estoppel Certificate
</Table>

<Page>

<Table>
<Caption>
EXHIBIT     DOCUMENT
-------     --------
<S>         <C>
L-2         Landlord Consent and Estoppel Certificate

L-3         Toronto InterContinental Hotel Consent and Estoppel Certificate

N           List of Contracts

O           Reserved

S           IHG Press Releases/Public Announcements

T-1         Registrable Form of Transfer of Registered
            Owner's interest in the Staybridge Suites Hotel

T-2         Conveyance of Staybridge Markham, Inc.'s Beneficial Interest in
            the Toronto Staybridge Suites Hotel

T-3         Authorization of Transfer with respect to transfer of Registered
            Owner's interest in the Toronto Staybridge Suites Hotel by
            applicable Canadian Seller

T-4         Registrable Form of Assignment and Assumption Agreement with
            respect to the Toronto InterContinental Hotel Ground Lease

T-5         Conveyance of 220 Bloor Street Hotel Inc.'s Beneficial Interest
            under the Toronto InterContinental Hotel Ground Lease

T-6         Authorization and Direction with respect to transfer of Registered
            Tenant's leasehold interest in the Toronto InterContinental Hotel
            Ground Lease

T-7         Assignment and Assumption Agreement with respect to the Toronto
            InterContinental Hotel Ground Lease

U           GST Indemnity

V           Ground Leases

W           Reliance Letter

X           Third Amendment to Management Agreement - Staybridge

Y           Required Work
</Table>

<Page>

                                  EXHIBIT A-13

     As described above, this Exhibit has been omitted and will be
supplementally furnished to the Securities and Exchange Commission upon request.
The Exhibit contains a general description of the properties to be acquired, a
list of the entities that hold title to the properties and the allocation of
purchase price for each property. The aggregate purchase price for the
properties is stated as $306,000,000.

<Page>

                                    Exhibit M

                               IHG PARENT GUARANTY

              AMENDED AND RESTATED CONSOLIDATED GUARANTY AGREEMENT

     THIS AMENDED AND RESTATED CONSOLIDATED GUARANTY AGREEMENT (this
"AGREEMENT") is made and given as of February __, 2005, by INTERCONTINENTAL
HOTELS GROUP PLC, a corporation organized and existing under the laws of England
and Wales (the "GUARANTOR"), for the benefit of HPT TRS IHG-1, INC., a Maryland
corporation (together with its successors and assigns, "TRS1"), HPT TRS IHG-2,
INC., a Maryland corporation (together with its successors and assigns, "TRS2"),
HPT IHG PR, INC., a Puerto Rico corporation (together with its successors and
assigns, "LANDLORD"), and HOSPITALITY PROPERTIES TRUST, a Maryland real estate
investment trust (together with its successors and assigns, "TRUST"; and Trust
together with TRS1, TRS2 and Landlord, collectively, "HPT").

                              W I T N E S S E T H :

     WHEREAS, the Guarantor entered into a certain Guaranty Agreement dated as
of July 1, 2003 as amended by a certain First Amendment to Guaranty Agreement
dated as of September 18, 2003 (the "ORIGINAL STAYBRIDGE GUARANTY"); and

     WHEREAS, the Guarantor entered into a certain Guaranty Agreement dated as
of October 27, 2003 (the "ORIGINAL CANDLEWOOD GUARANTY"; and the Original
Candlewood Guaranty together with the Original Staybridge Guaranty,
collectively, the "ORIGINAL GUARANTIES"); and

     WHEREAS, it is a condition precedent to Landlord entering into the PR Lease
(as hereinafter defined) and TRS2 entering into the New Management Agreement (as
hereinafter defined) and the consummation of certain other transactions
contemplated by the Transaction Documents (as defined in the New Management
Agreement) that the Guarantor enter into this Agreement; and

     WHEREAS, the transactions contemplated by the Guaranteed Agreements (as
hereinafter defined) and the Transaction Documents are of direct material
benefit to the Guarantor;

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     1.     CERTAIN TERMS. Capitalized terms used but not defined herein have
the meaning ascribed thereto in the New Management

<Page>

Agreement. The following terms as used in this Agreement shall have the meanings
set forth below:

     "ACCOUNTING PRINCIPLES" shall mean generally accepted accounting
principles, as adopted in the United States of America, consistently applied or,
if the Guarantor's principal place of business is the United Kingdom, generally
accepted accounting principles, as adopted in the United Kingdom, consistently
applied.

     "BASE GUARANTEED AMOUNT" shall mean the sum of One Hundred Twenty Five
Million Dollars ($125,000,000).

     "CANDLEWOOD MANAGEMENT AGREEMENT" shall mean that certain Management
Agreement, dated as of October 27, 2003, between TRS1 and Existing Manager, as
the same may be amended, modified, supplemented, or otherwise altered from time
to time.

     "COLLATERAL AGENCY AGREEMENT" shall mean a written agreement, in form and
substance reasonably acceptable to HPT, among HPT, the Guarantor and the
Collateral Agent pursuant to which the Collateral Agent shall agree to hold any
cash delivered to such Collateral Agent pursuant to the terms of this Agreement
as collateral agent on behalf of HPT, as the same may hereafter be amended,
restated, modified, supplemented, or otherwise altered. Among other things, the
Collateral Agency Agreement shall provide that (a) the Collateral Agent shall
look solely to the Guarantor for any amounts owed to the Collateral Agent in
connection with such agreement, (b) the Collateral Agent shall not offset any
amount owed to the Collateral Agent against the cash delivered to it pursuant to
the Collateral Agency Agreement and this Agreement, (c) the Collateral Agent
shall hold such cash as trust funds and not commingle such cash with any assets
of the Collateral Agent and (d) HPT shall be entitled to apply any cash
collateral held by the Collateral Agent to the overdue obligations of the
Guarantor hereunder in such order and at such times as HPT may determine in its
sole judgment.

     "COLLATERAL AGENT" shall mean a bank or other financial institution
reasonably acceptable to HPT having a rating of not less than BBB-/Baa3 rating
from the Rating Agencies, which bank or other financial institution is the
collateral agent under the Collateral Agency Agreement as such collateral agent
may be replaced in accordance with the terms of the Collateral Agency Agreement.

     "COVERAGE DATE" shall mean the date which is the day after the second
consecutive calendar year for which each of the

                                      - 2 -
<Page>

following conditions has been satisfied: (a) the Priority Coverage Ratio under
the Candlewood Management Agreement has equaled or exceeded 1.3; (b) the
Staybridge Priority Coverage Ratio has equaled or exceeded 1.3; and (c) the
quotient of (i) the sum of the numerators used in calculating both the PR Rent
Coverage Ratio under this Agreement and the Priority Coverage Ratio under the
New Management Agreement, divided by (ii) the sum of the denominators used in
calculating both the PR Rent Coverage Ratio under this Agreement and the
Priority Coverage Ratio under the New Management Agreement is equal to or
exceeds 1.3.

     "DOLLARS" and "$" shall mean dollars in lawful currency of the United
States of America.

     "EXISTING MANAGER" shall mean Intercontinental Hotels Group Resources, Inc.

     "GUARANTEED AGREEMENTS" shall mean the Management Agreements and the PR
Lease, collectively.

     "GUARANTEED OBLIGATIONS" shall mean the payment to TRS1, TRS2, Landlord and
Trust, as applicable, of: (a) all of the Owner's First Priority as and when due
under the Candlewood Management Agreement determined without respect to Gross
Revenue thereunder or Operating Profits thereunder; (b) all of the Owner's First
Priority as and when due under the New Management Agreement determined without
respect to Gross Revenue thereunder or Operating Profits thereunder; (c) all of
the Owner's Priority as and when due under the Staybridge Management Agreement
determined without respect to Gross Revenue thereunder or Operating Profits
thereunder; (d) all of the Minimum Rent as and when due under the PR Lease; and
(e) any and all liquidated damages due to TRS1, TRS2 or Landlord under the
Guaranteed Agreements.

     "MANAGEMENT AGREEMENTS" shall mean the Staybridge Management Agreement, the
Candlewood Management Agreement and the New Management Agreement, collectively.

     "MANAGERS" shall mean the Existing Manager and the New Manager,
collectively.

     "NEW CANDLEWOOD GUARANTY" shall mean a Guaranty Agreement made by the
Guarantor in favor of TRS1 and HPT and otherwise in the form attached hereto as
EXHIBIT A.

     "NEW GUARANTIES" shall mean the New Candlewood Guaranty and the New
Staybridge Guaranty, collectively.

                                      - 3 -
<Page>

     "NEW MANAGEMENT AGREEMENT" shall mean that certain Management Agreement
dated as of the date hereof between TRS2 and New Manager, as the same may be
amended, modified, supplemented, or otherwise altered.

     "NEW MANAGER" shall mean IHG Management (Maryland) LLC.

     "NEW PORTFOLIO COVERAGE DATE" shall mean the date which is the day after
the second (2nd) consecutive calendar year for which the quotient of (i) the sum
of the numerators used in calculating both the PR Rent Coverage Ratio under this
Agreement and the Priority Coverage Ratio under the New Management Agreement,
divided by (ii) the sum of the denominators used in calculating both the PR Rent
Coverage Ratio under this Agreement and the Priority Coverage Ratio under the
New Management Agreement is equal to or exceeds 1.3.

     "NEW STAYBRIDGE GUARANTY" shall mean a Guaranty Agreement made by the
Guarantor in favor of TRS1 and HPT and otherwise in the form attached hereto as
EXHIBIT B.

     "OUTSTANDING BALANCE" shall mean, from time to time, the Base Guaranteed
Amount, less the excess of the aggregate amount paid by the Guarantor under
SECTION 3 hereof over the sum of the aggregate of any amounts reimbursed to the
Guarantor pursuant to the terms of the Management Agreements.

     "PR ADDITIONAL RENT" shall have the meaning given to the term "Additional
Rent" in the PR Lease.

     "PR GUARANTY" shall mean that certain Guaranty Agreement of even date
herewith from PR Tenant to TRS2 and Trust, as the same may hereafter be amended,
restated, modified, supplemented, or otherwise altered.

     "PR OPERATING COSTS" shall have the meaning given to the term "Operating
Costs" in the PR Lease.

     "PR RENT COVERAGE RATIO" shall mean for any period, the quotient of (a) the
excess of PR Total Hotel Sales over the sum of (i) PR Operating Costs (other
than PR Minimum Rent and PR Additional Rent) and (ii) an imputed reserve for
Capital Expenses equal to five percent (5%) of Total Hotel Sales for such
period, divided by (b) the sum of PR Minimum Rent for such period.

     "PR MINIMUM RENT" shall have the meaning given to the term "Minimum Rent"
in the PR Lease.

                                      - 4 -
<Page>

     "PR TENANT" shall mean the tenant under the PR Lease.

     "PR TOTAL HOTEL SALES" shall have the meaning given to the term "Total
Hotel Sales" in the PR Lease.

     "PROVIDE COLLATERAL" or "PROVIDED COLLATERAL" shall mean:

     (a)    delivery to HPT of (i) a Satisfactory Letter of Credit or (ii) cash
     in an amount equal to the then Outstanding Balance; or

     (b)    the deposit of cash equal to the then Outstanding Balance with the
     Collateral Agent to be held by the Collateral Agent in accordance with the
     Collateral Agency Agreement provided:(i) the Collateral Agency Agreement
     has been executed and delivered by the parties thereto; (ii) HPT has a
     perfected first priority security interest in any cash delivered to the
     Collateral Agent; (iii) HPT has received favorable opinions of counsel, in
     form and substance reasonably satisfactory to HPT, with respect to such
     perfected first priority interest, the valid existence and good standing of
     the other parties to the Collateral Agency Agreement, the due execution and
     delivery thereof by such other parties, the enforceability of the
     Collateral Agency Agreement against such parties, and that any cash held by
     the Collateral Agent pursuant to the Collateral Agency Agreement shall not
     be "property of the estate" of Collateral Agent should any event described
     in SECTIONS 17.1(a), (b) or (c) of the New Management Agreement shall occur
     with respect to the Collateral Agent; or

     (c)    delivery to HPT of other collateral satisfactory to HPT in its good
     faith discretion to secure the Guaranteed Obligations;

provided, however, the Guarantor shall not be deemed to have Provided Collateral
if at any time the Outstanding Balance exceeds the sum of (i) the then remaining
balance drawable under the Satisfactory Letter of Credit or the balance of the
cash deposited by the Guarantor hereunder, PLUS (ii) proceeds of any
Satisfactory Letter of Credit or cash deposited hereunder, in either case,
applied to the Guaranteed Obligations.

     "RATING AGENCIES" shall mean, collectively, Standards & Poor's Rating
Services or its successors and Moody's Investor Services, Inc. or its
successors; PROVIDED, HOWEVER, if the Rating Agencies (i) cease operations
without successors or (ii) cease to issue credit ratings, "Rating Agencies"
shall mean a nationally recognized organization periodically issuing ratings

                                      - 5 -
<Page>

of the financial strength and/or credit of United States domestic and
international banking institutions reasonably agreed to by HPT and the
Guarantor.

     "REORGANIZATION" shall mean any merger, consolidation, reorganization,
change of control or any transaction pursuant to which the Guarantor shall be or
become a Subsidiary of any other Person.

     "SATISFACTORY LETTER OF CREDIT" shall mean a clean irrevocable letter of
credit in form and substance reasonably satisfactory to HPT in an amount equal
to the Outstanding Balance issued by a bank with a credit rating of not less
than A2/A (or, if after the date hereof the system of ratings used by the Rating
Agencies changes in a material way, their then equivalents of such credit rating
in HPT's reasonable judgment) from the Rating Agencies, having an expiration
date of not earlier than one year after the date on which it was issued and
which permits for partial draws.

     "SEVERANCE DATE" shall have the meaning given such term in SECTION 10 of
this Agreement.

     "STAYBRIDGE MANAGEMENT AGREEMENT" shall mean that certain Management
Agreement, dated as of July 1, 2003, between TRS1 and Existing Manager, as the
same may be amended, modified, supplemented, or otherwise altered from time to
time.

     "STAYBRIDGE PRIORITY COVERAGE RATIO" shall mean, for any period, the ratio
of (a) the excess of Gross Revenue under the Staybridge Management Agreement for
such period over the sum of the amounts distributed or applied for such period
pursuant to SECTIONS 10.1(a), (b) (determined as though the Reserve Percentage
thereunder for the Expansion Hotels (as defined in the Staybridge Management
Agreement) was at all times five percent (5%)), (e), (g), (h), (i), (k) AND (l)
of the Staybridge Management Agreement, to (b) the sum for such period of
Owner's Priority under that Agreement and Owner's Percentage Priority under that
Agreement.

     "SUBSTITUTE GUARANTOR" shall mean a Person who assumes the Guarantor's
obligations hereunder in accordance with the terms of SECTION 2.7 below and is
either (a) a Person who satisfies the Rating Agencies' requirements for a single
purpose bankruptcy remote entity who has Provided Collateral or (b) a Person(s)
with (i) a tangible net worth determined in accordance with the Accounting
Principles of not less than Seven Hundred Fifty Million Dollars ($750,000,000)
and (ii) unencumbered assets with a fair market value of not less than One
Hundred

                                      - 6 -
<Page>

Million Dollars (exclusive of any note, instrument, security or claim issued by,
against or in any way dependent on the credit of, an Affiliate of Guarantor).

     2.     REPRESENTATIONS AND COVENANTS. The Guarantor represents, warrants,
covenants and agrees that:

            2.1    VALIDITY OF AGREEMENT. The Guarantor has duly and validly
executed and delivered this Agreement; this Agreement constitutes the legal,
valid and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws of general
application affecting the rights and remedies of creditors; and the execution,
delivery and performance of this Agreement have been duly authorized by all
requisite action of the Guarantor and such execution, delivery and performance
by the Guarantor will not result in any breach of the terms, conditions or
provisions of, or conflict with or constitute a default under, or result in the
creation of any lien, charge or encumbrance upon any of the property or assets
of the Guarantor pursuant to the terms of, any indenture, mortgage, deed of
trust, note, other evidence of indebtedness, agreement or other instrument to
which the Guarantor is a party or by which the Guarantor or any property or
assets of the Guarantor is bound, or violate any provision of law applicable to
the Guarantor, or any order, writ, injunction, judgment or decree of any court
applicable to the Guarantor or any order or other public regulation of any
governmental commission, bureau or administrative agency applicable to the
Guarantor.

            2.2    PAYMENT OF EXPENSES. The Guarantor agrees, as principal
obligor and not as guarantor only, to pay to HPT forthwith, upon demand, in
immediately available Federal funds, all costs and expenses (including court
costs and reasonable legal expenses) incurred or expended by HPT in connection
with the enforcement of this Agreement, together with interest at the Interest
Rate on amounts recoverable under this Agreement from the time such amounts
become due until payment.

            2.3    REPORTS. The Guarantor shall timely deliver to HPT the
Consolidated Financials required under the Guaranteed Agreements and otherwise
comply with the terms of the Guaranteed Agreements applicable to it.

            2.4    FINANCIAL CONDITION OF GUARANTOR; STATUS OF GUARANTOR. So
long as the Guarantor's obligations under SECTION 3 below are outstanding,
unless the Guarantor shall have Provided Collateral to secure its obligations
hereunder:

                                      - 7 -
<Page>

     (a)    The Guarantor shall at all times maintain a tangible net worth
determined in accordance with the Accounting Principles in an amount not less
than Five Hundred Million Dollars ($500,000,000) or if there has been a
Reorganization, or if the Guarantor is not the originally named Guarantor, Seven
Hundred Fifty Million Dollars ($750,000,000); and

     (b)    The Guarantor shall not engage in any Reorganization unless
following such Reorganization it has (i) a tangible net worth determined in
accordance with the Accounting Principles in an amount not less than Seven
Hundred Fifty Million Dollars ($750,000,000) and (ii) unencumbered assets with a
fair market value of not less than One Hundred Million Dollars ($100,000,000)
(exclusive of any note, instrument, security or claim issued by, against or in
any way dependent on the credit of, an Affiliate of Guarantor).

            2.5    SECURITY.

     (a)    Upon the termination of the Guarantor's obligations under SECTION 3
or if the Outstanding Balance equals zero dollars ($0), HPT will return to the
Guarantor any Satisfactory Letter of Credit previously delivered to HPT or any
unapplied cash collateral then being held by HPT hereunder and shall direct the
Collateral Agent to return any cash being held by it under the Collateral Agency
Agreement to the Guarantor.

     (b)    HPT shall be entitled to draw upon any Satisfactory Letter of Credit
delivered to it (i) for the full amount thereof if at any time there is less
than thirty (30) days until the expiry date of such Satisfactory Letter of
Credit; (ii) for the full amount thereof if the bank that issued such
Satisfactory Letter of Credit shall not have a credit rating of at least A/A2
(or, if after the date hereof the system of ratings used by the Rating Agencies
changes in a material way, their then equivalents in HPT's reasonable judgment)
from the Rating Agencies and such satisfactory Letter of Credit shall not have
been replaced within thirty (30) days with a new Satisfactory Letter of Credit
delivered to HPT; or (iii) to the extent and in the amounts then due and payable
hereunder, if the Guarantor shall fail to pay or perform any of its obligations
under this Agreement in accordance with the terms hereof.

     (c)    HPT shall be entitled to apply any cash collateral held by it or the
Collateral Agent to the overdue obligations of the Guarantor hereunder in such
order and at such times as HPT may determine in its sole judgment. Any cash
collateral held by HPT shall not be commingled with its other funds, and shall
be invested, at the Guarantor's risk, in interest bearing

                                      - 8 -
<Page>

investments reasonably acceptable to the Guarantor. Any interest on such cash
collateral, and any losses in such investments, shall belong to IHG.

            2.6    LEGAL EXISTENCE. The Guarantor shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence. The Guarantor has appointed attorneys Alston & Bird LLP, having an
address at 1201 West Peachtree Street, Atlanta, Georgia 30309-3424, Attn:
Managing Partner as its agent for service of process. The Guarantor acknowledges
and agrees that service of process on such agent shall constitute service of
process on Guarantor with respect to any and all claims hereunder, under the
Guaranteed Agreements or under any Transaction Document.

            2.7    SUBSTITUTE GUARANTOR. The then Guarantor (the "DEPARTING
GUARANTOR") shall be released from obligations under SECTION 3 hereof on the
following terms and conditions:

     (a)    a Substitute Guarantor shall assume pursuant to a written instrument
satisfactory to HPT all of the Guarantor's obligations hereunder; and

     (b)    HPT shall receive an opinion of counsel satisfactory to HPT with
respect to, among other things, the existence and good standing of the
Substitute Guarantor and the due execution, delivery and enforceability of such
assumption.

     Upon the satisfaction of the foregoing conditions and the expiration of all
applicable preference or similar periods, HPT shall deliver a release to the
Departing Guarantor of its obligations under SECTION 3 hereof and the Substitute
Guarantor shall be deemed the "Guarantor" hereunder. Further, if the Substitute
Guarantor has Provided Collateral or has (i) a tangible net worth determined in
accordance with the Accounting Principles of not less than Seven Hundred Fifty
Million Dollars ($750,000,000) and (ii) unencumbered assets with a fair market
value of not less than One Hundred Million Dollars (exclusive of any note,
instrument, security or claim issued by, against or in any way dependent on the
credit of, an Affiliate of Guarantor), HPT shall return to the Departing
Guarantor any letter of credit or cash delivered by the Departing Guarantor and
held by HPT hereunder and shall direct the Collateral Agent to return to the
Departing Guarantor any cash delivered by the Departing Guarantor and held by
such Collateral Agent pursuant to the terms of the Collateral Agency Agreement.

                                      - 9 -
<Page>

     3.     GUARANTEE.

     (a)    The Guarantor hereby unconditionally guarantees that the Guaranteed
Obligations which become due and payable shall be paid in full when due and
payable subject to any applicable cure periods, whether upon demand, at the
stated or accelerated maturity thereof or upon any mandatory or voluntary
prepayment pursuant to any Guaranteed Agreement, or otherwise.

     (b)    This guarantee is a guarantee of payment and not of collectibility
and is absolute and in no way conditional or contingent. In case any part of the
Guaranteed Obligations shall not have been paid when due and payable or
performed at the time performance is required, subject to any applicable cure
periods, the Guarantor shall, pay or cause to be paid to HPT the amount thereof
as is then due and payable and unpaid (including interest and other charges, if
any, due thereon through the date of payment in accordance with the applicable
provisions of the Transaction Documents) or perform or cause to be performed
such obligations in accordance with the Transaction Documents. Simultaneously
with the giving of any notice of default to the Managers or PR Tenant under the
Guaranteed Agreements, TRS1, TRS2 or Landlord, as applicable, shall give a copy
of such notice to the Guarantor. TRS1, TRS2 or Landlord, as applicable, shall
accept any cure of such default by the Guarantor provided such cure is completed
within the applicable cure period under the applicable Guaranteed Agreement.

     4.     UNENFORCEABILITY OF GUARANTEED OBLIGATIONS, ETC. If the Managers or
PR Tenant are for any reason under no legal obligation to discharge any of the
Guaranteed Obligations, or if any other moneys included in the Guaranteed
Obligations have become unrecoverable from the Managers or PR Tenant by
operation of law or for any other reason, including, without limitation, the
invalidity or irregularity in whole or in part of any Guaranteed Obligation or
of any Guaranteed Agreement or any limitation on the liability of the Managers
or PR Tenant thereunder or any limitation on the method or terms of payment
thereunder which may now or hereafter be caused or imposed in any manner
whatsoever, the guarantees contained in this Agreement shall nevertheless remain
in full force and effect in accordance with the terms set forth herein and shall
be binding upon the Guarantor to the same extent as if the Guarantor at all
times had been the principal debtor and obligor on all such Guaranteed
Obligations.

     5.     ADDITIONAL GUARANTEES. This Agreement shall be in addition to any
other guarantee or other security for the Guaranteed Obligations and it shall
not be prejudiced or

                                     - 10 -
<Page>

rendered unenforceable by the invalidity of any such other guarantee or security
or by any waiver, amendment, release or modification thereof.

     6.     CONSENTS AND WAIVERS, ETC. The Guarantor hereby acknowledges receipt
of correct and complete copies of each of the Guaranteed Agreements and consents
to all of the terms and provisions thereof, as the same may be from time to time
hereafter amended or changed in accordance therewith, and waives, to the extent
the Guarantor lawfully may do so, (a) presentment, demand for payment, and
protest of nonpayment, of any of the Guaranteed Obligations, (b) notice of
acceptance of this Agreement and of diligence, presentment, demand and protest,
(c) notice of any default hereunder and any default, breach or nonperformance
under the Guaranteed Agreements or a Manager Event of Default or Manager Default
under any Management Agreement or an Event of Default under the PR Lease except
as expressly provided in SECTION 3, (d) notice of the terms, time and place of
any private or public sale of collateral held as security for the Guaranteed
Obligations, (e) demand for performance or observance of, and any enforcement of
any provision of, or any pursuit or exhaustion of rights or remedies against the
Managers, or PR Tenant or any other guarantor of the Guaranteed Obligations,
under or pursuant to the Guaranteed Agreements, or any agreement directly or
indirectly relating thereto and any requirements of diligence or promptness on
the part of the holders of the Guaranteed Obligations in connection therewith,
and (f) any and all demands and notices of every kind and description with
respect to the foregoing or which may be required to be given by any statute or
rule of law.

     7.     NO IMPAIRMENT, ETC. The obligations, covenants, agreements and
duties of the Guarantor under this Agreement shall not be affected or impaired
by any assignment or transfer in whole or in part of any of the Guaranteed
Obligations without notice to the Guarantor, or any waiver by HPT or any holder
of any of the Guaranteed Obligations or by the holders of all of the Guaranteed
Obligations of the performance or observance by the Managers, PR Tenant or any
other guarantor of any of the agreements, covenants, terms or conditions
contained in the Guaranteed Obligations or the Guaranteed Agreements or any
indulgence in or the extension of the time for payment by the Managers, PR
Tenant or any other guarantor of any amounts payable under or in connection with
the Guaranteed Obligations or the Guaranteed Agreements or any other instrument
or agreement relating to the Guaranteed Obligations or of the time for
performance by the Managers, PR Tenant or any other guarantor of any other
obligations under or arising out of any

                                     - 11 -
<Page>

of the foregoing or the extension or renewal thereof, or the modification or
amendment made with the consent of the Guarantor of any duty, agreement or
obligation of the Managers, PR Tenant or any other guarantor set forth in any of
the foregoing, or the voluntary or involuntary sale or other disposition of all
or substantially all the assets of the Managers, PR Tenant or any other
guarantor or insolvency, bankruptcy, or other similar proceedings affecting the
Managers, PR Tenant or any other guarantor or any assets of the Managers, PR
Tenant or any such other guarantor, or the release or discharge of the Managers,
PR Tenant or any such other guarantor from the performance or observance of any
agreement, covenant, term or condition contained in any of the foregoing without
the consent of the holders of the Guaranteed Obligations by operation of law.

     8.     REIMBURSEMENT, SUBROGATION, ETC. The Guarantor hereby covenants and
agrees that the Guarantor will not enforce or otherwise exercise any rights of
reimbursement, subrogation, contribution or other similar rights against the
Managers, PR Tenant or any other person with respect to the Guaranteed
Obligations prior to the irrevocable payment in full of all amounts then due and
owing but unpaid under the Guaranteed Agreements. Until the Guaranteed
Obligations have been satisfied in full, the Guarantor shall not have any right
of subrogation, and the Guarantor waives any defense it may have based upon any
election of remedies by HPT which destroys the Guarantor's subrogation rights or
the Guarantor's rights to proceed against the Managers or PR Tenant for
reimbursement, including, without limitation, any loss of rights the Guarantor
may suffer by reason of any rights, powers or remedies of the Managers or PR
Tenant in connection with any anti-deficiency laws or any other laws limiting,
qualifying or discharging the indebtedness to HPT. Until all obligations of the
Managers and PR Tenant pursuant to the Guaranteed Agreements shall have been
irrevocably paid and satisfied in full, the Guarantor waives any right to
enforce any remedy which HPT now has or may in the future have against the
Managers, PR Tenant, any other guarantor or any other person and any benefit of,
or any right to participate in, any security whatsoever now or in the future
held by HPT. Nothing contained in this SECTION 8 shall limit any of Guarantor's
rights under the Management Agreements.

     9.     DEFEASANCE; GUARANTY LIMITATIONS. The Guarantor's obligations under
SECTION 3 shall terminate upon the date on which the Guaranteed Obligations have
been paid and performed in full and all other obligations of the Guarantor to
HPT under this Agreement have been irrevocably satisfied in full; PROVIDED,
HOWEVER, the Guarantor's obligations under SECTION 3

                                     - 12 -
<Page>

shall be subject to early termination upon the Coverage Date; PROVIDED FURTHER,
HOWEVER, if at any time, all or any part of any payment applied on account of
the Guaranteed Obligations is or must be rescinded or returned for any reason
whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of the Managers or PR Tenant), this Agreement, to the extent such
payment is or must be rescinded or returned, shall be deemed to have continued
in existence notwithstanding any such termination. Notwithstanding anything
contained in this Agreement to the contrary, in no event shall the Guarantor's
liability under SECTION 3 exceed the Outstanding Balance.

     10.    SEVERANCE. If the New Portfolio Coverage Date occurs prior to the
Coverage Date, the Guarantor is not then in default of its obligations under
this Agreement and the Guarantor delivers to HPT and TRS1 executed counterparts
of the New Guaranties and an opinion of counsel satisfactory to Trust with
respect to, among other things, the existence and good standing of the Guarantor
and the due execution, delivery and enforceability of the New Guaranties, then,
on the date on which the New Guaranties and such opinion are delivered (the
"SEVERANCE DATE"), the Guarantor's obligations under this Agreement shall
terminate, subject to the second proviso contained in SECTION 9 above.
Furthermore, if any Substitute Guarantor has succeeded to the interests of the
Guarantor named herein, then the termination of such Substitute Guarantor's
obligations under this Agreement shall be further conditioned upon such
Substitute Guarantor satisfying the requirements with respect to a Substitute
Guarantor under each of the New Guaranties, including, without limitation, the
obligation to Provide Collateral under each of the New Guaranties (if
applicable). Notwithstanding the foregoing, the termination of the Guarantor's
obligations under this Agreement shall not diminish, impair or otherwise affect
the Guarantor's obligations under the New Guaranties.

     11.    NOTICES. (a) Any and all notices, demands, consents, approvals,
offers, elections and other communications required or permitted under this
Agreement shall be deemed adequately given if in writing and the same shall be
delivered either by hand, by telecopier with written acknowledgment of receipt
(provided a copy thereof is sent by Federal Express or similar expedited
commercial carrier for delivery on the next business day), or Federal Express or
similar expedited commercial carrier, addressed to the recipient of the notice,
postpaid and registered or certified with return receipt requested (if by

                                     - 13 -
<Page>

mail), or with all freight charges prepaid (if by Federal Express or similar
carrier).

     (b)    All notices required or permitted to be sent hereunder shall be
deemed to have been given for all purposes of this Agreement upon the date of
acknowledged receipt, in the case of a notice by telecopier, and, in all other
cases, upon the date of receipt or refusal, except that whenever under this
Agreement a notice is either received on a day which is not a Business Day or is
required to be delivered on or before a specific day which is not a Business
Day, the day of receipt or required delivery shall automatically be extended to
the next Business Day.

     (c)    All such notices shall be addressed,

     if to HPT to:

            c/o Hospitality Properties Trust
            400 Centre Street
            Newton, Massachusetts  02458
            Attn:  Mr. John G. Murray
            [Telecopier No. (617) 969-5730]

     with a copy to:

            Sullivan & Worcester LLP
            One Post Office Square
            Boston, Massachusetts  02109
            Attn:  Warren M. Heilbronner, Esq.
            [Telecopier No. (617) 338-2880]

     if to the Guarantor to:

            Intercontinental Hotels Group PLC
            67 Alma Road
            Windsor
            Berkshire SL4 3HD
            ENGLAND
            Attn:  Company Secretary
            Telecopier No. +44 1753 410101

                                     - 14 -
<Page>

     with a copy to:

            Intercontinental Hotels Resources Group, Inc.
            Three Ravinia Drive
            Suite 100
            Atlanta, Georgia 30346
            Attn:  Vice President, Asset Management
            [Telecopier No. 770-604-5340]

     (d)    By notice given as herein provided, the parties hereto and their
respective successors and assigns shall have the right from time to time and at
any time during the term of this Agreement to change their respective addresses
effective upon receipt by the other parties of such notice and each shall have
the right to specify as its address any other address within the United States
of America.

     12.    SUCCESSORS AND ASSIGNS. Whenever in this Agreement, any of the
parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party, including without limitation the holders,
from time to time, of the Guaranteed Obligations; and all representations,
warranties, covenants and agreements by or on behalf of the Guarantor which are
contained in this Agreement shall inure to the benefit of HPT's successors and
assigns, including, without limitation, such holders, whether so expressed or
not.

     13.    APPLICABLE LAW. Except as to matters regarding the internal affairs
of HPT and issues of or limitations on any personal liability of the
shareholders and trustees of HPT for obligations of HPT, as to which the laws of
the State of Maryland shall govern, this Agreement and any other instruments
executed and delivered to evidence, complete or perfect the transactions
contemplated hereby shall be interpreted, construed, applied and enforced in
accordance with the laws of New York applicable to contracts between residents
of New York which are to be performed entirely within New York, regardless of
(i) where any such instrument is executed or delivered; or (ii) where any
payment or other performance required by any such instrument is made or required
to be made; or (iii) where any breach of any provision of any such instrument
occurs, or any cause of action otherwise accrues; or (iv) where any action or
other proceeding is instituted or pending; or (v) the nationality, citizenship,
domicile, principal place of business, or jurisdiction of organization or
domestication of any party; or (vi) whether the laws of the forum jurisdiction
otherwise would apply the laws of a jurisdiction other than New York; or (vii)
any combination of the foregoing.

                                     - 15 -
<Page>

     All actions and proceedings arising out of or in any way relating to this
Agreement shall be brought, heard, and determined exclusively in an otherwise
appropriate federal or state court located within the State of New York.
Guarantor hereby (i) submits to the exclusive jurisdiction of any New York
federal or state court of otherwise competent jurisdiction for the purpose of
any action or proceeding arising out of or relating to this Agreement and (ii)
voluntarily and irrevocably waives, and agrees not to assert by way of motion,
defense, or otherwise in any such action or proceeding, any claim or defense
that it is not personally subject to the jurisdiction of such a court, that such
a court lacks personal jurisdiction over Guarantor or the matter, that the
action or proceeding has been brought in an inconvenient or improper forum, that
the venue of the action or proceeding is improper, or that this Agreement may
not be enforced in or by such a court. To the maximum extent permitted by
applicable law, Guarantor consents to service of process by registered mail,
return receipt requested, or by any other manner provided by law.

     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES
HERETO WAIVES ITS RIGHTS TO TRIAL BY JURY WITH RESPECT TO THIS AGREEMENT OR ANY
MATTER ARISING IN CONNECTION HEREWITH.

     14.    MODIFICATION OF AGREEMENT. No modification or waiver of any
provision of this Agreement, nor any consent to any departure by the Guarantor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by HPT, and such modification, waiver or consent shall be effective
only in the specific instances and for the purpose for which given. No notice to
or demand on the Guarantor in any case shall entitle the Guarantor to any other
or further notice or demand in the same, similar or other circumstances.

     15.    WAIVER OF RIGHTS BY HPT. Neither any failure nor any delay on HPT's
part in exercising any right, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise, or the exercise of any other right,
power or privilege.

     16.    SEVERABILITY. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby, but this Agreement
shall be reformed and construed and enforced to the maximum extent permitted by
applicable law.

                                     - 16 -
<Page>

     17.    ENTIRE CONTRACT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and shall
supersede and take the place of any other instruments purporting to be an
agreement of the parties hereto relating to the subject matter hereof.

     18.    HEADINGS; COUNTERPARTS. Headings in this Agreement are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument,
and in pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one of such counterparts.

     19.    REMEDIES CUMULATIVE. No remedy herein conferred upon HPT is intended
to be exclusive of any other remedy, and subject to the limitations set forth in
SECTION 9 above, each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise.

     20.    NONLIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING
TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE
"DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF
THE STATE OF MARYLAND, PROVIDES THAT, AND THE GUARANTOR HEREBY AGREES THAT, THE
NAME "HOSPITALITY PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF TRUST SHALL BE HELD TO ANY
PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, TRUST. ALL PERSONS DEALING WITH TRUST, IN ANY WAY, SHALL LOOK ONLY TO
THE ASSETS OF TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.

     21.    EFFECTIVE DATE. This Agreement shall be of no force or effect unless
and until the Effective Date occurs.

     22.    PR GUARANTY OBLIGATIONS. Guarantor acknowledges and agrees that at
any time there is any amount due and otherwise payable under the PR Guaranty,
HPT shall be entitled to treat any payment by Guarantor as a payment by the PR
Tenant under the PR Guaranty and to the extent HPT so elects such payment shall
not result in a reduction in the Outstanding Balance.

     23.    RESTATEMENT. This Agreement consolidates, supercedes, amends and
restates in their entirety the Original Staybridge Guaranty and the Original
Candlewood Guaranty.

                                     - 17 -
<Page>

     WITNESS the execution hereof under seal as of the date above first written.

                                         INTERCONTINENTAL HOTELS GROUP PLC


                                         By:
                                            ---------------------------------
                                            Its:
                                                -----------------------------

                                         By:
                                            ---------------------------------
                                            Its:
                                                -----------------------------


ACKNOWLEDGED AND AGREED:

HPT TRS IHG-1, INC.


By:
   ----------------------------
    John G. Murray
    Vice President


HPT TRS IHG-2, INC.


By:
   ----------------------------
    John G. Murray
    Vice President


HPT IHG PR, INC.


By:
   ----------------------------
    John G. Murray
    President


HOSPITALITY PROPERTIES TRUST


By:
   ----------------------------
    John G. Murray
    President

                                     - 18 -
<Page>

                                    EXHIBIT A

                             NEW CANDLEWOOD GUARANTY


                               GUARANTY AGREEMENT

     THIS GUARANTY AGREEMENT (this "AGREEMENT") is made and given as of ________
__, 20__, by INTERCONTINENTAL HOTELS GROUP PLC, a corporation organized and
existing under the laws of England and Wales (the "GUARANTOR"), for the benefit
of HPT TRS IHG-1, INC., a Maryland corporation (together with its successors and
assigns, the "TENANT"), and HOSPITALITY PROPERTIES TRUST, a Maryland real estate
investment trust (together with its successors and assigns, "TRUST"; and Trust
together with the Tenant, "HPT").

                              W I T N E S S E T H :

     WHEREAS, on February __, 2005, the Guarantor delivered to HPT that certain
Amended and Restated Consolidated Guaranty Agreement (the "CONSOLIDATED
GUARANTY"); and

     WHEREAS, the New Portfolio Coverage Date (as such term is defined in the
Consolidated Guaranty) has occurred and the Guarantor wishes to terminate its
obligations the Consolidated Guaranty in accordance with Section 10 of the
Consolidated Guaranty; and

     WHEREAS, Section 10 of the Consolidated Guaranty requires, among other
things, that the Guarantor deliver this Guaranty Agreement to HPT in order to
terminate its obligations under the Consolidated Guaranty as aforesaid; and

     WHEREAS, the termination of its obligations under the Consolidated Guaranty
as aforesaid constitute a direct material benefit to the Guarantor;

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     1.     CERTAIN TERMS. Capitalized terms used and not otherwise defined in
this Agreement shall have the meanings ascribed to such terms in the Management
Agreement (as

<Page>

hereinafter defined). The following terms as used in this Agreement shall have
the meanings set forth below:

     "ACCOUNTING PRINCIPLES" shall mean generally accepted accounting
principles, as adopted in the United States of America, consistently applied or,
if the Guarantor's principal place of business is the United Kingdom, generally
accepted accounting principles, as adopted in the United Kingdom, consistently
applied.

     "COLLATERAL AGENCY AGREEMENT" shall mean a written agreement, in form and
substance reasonably acceptable to HPT, among HPT, the Guarantor and the
Collateral Agent pursuant to which the Collateral Agent shall agree to hold any
cash delivered to such Collateral Agent pursuant to the terms of this Agreement
as collateral agent on behalf of HPT, as the same may be amended, restated,
supplemented or otherwise modified from time to time with the consent of the
parties thereto. Among other things, the Collateral Agency Agreement shall
provide that (a) the Collateral Agent shall look solely to the Guarantor for any
amounts owed to the Collateral Agent in connection with such agreement, (b) the
Collateral Agent shall not offset any amount owed to the Collateral Agent
against the cash delivered to it pursuant to the Collateral Agency Agreement and
this Agreement, (c) the Collateral Agent shall hold such cash as trust funds and
not commingle such cash with any assets of the Collateral Agent and (d) HPT
shall be entitled to apply any cash collateral held by the Collateral Agent to
the overdue obligations of the Guarantor hereunder in such order and at such
times as HPT may determine in its sole judgment.

     "COLLATERAL AGENT" shall mean a bank or other financial institution
reasonably acceptable to HPT having a rating of not less than BBB-/Baa3 rating
from the Rating Agencies, which bank or other financial institution is the
collateral agent under the Collateral Agency Agreement as such collateral agent
may be replaced in accordance with the terms of the Collateral Agency Agreement.

     "COVERAGE DATE" shall mean the date which is the day after the second (2nd)
consecutive calendar year for which the Priority Coverage Ratio is equal to or
exceeds 1.3.

     "GUARANTEED OBLIGATIONS" shall mean the payment to Tenant of (a) all of the
Owner's First Priority as and when due under the Management Agreement determined
without respect to Gross Revenue or Operating Profits and (b) any and all
liquidated damages due to Tenant under the Management Agreement.

                                     - A-2 -
<Page>

     "MANAGEMENT AGREEMENT" shall mean [that certain Amended and Restated
Management Agreement, dated as of January __, 2005, between TRS1 and Manager]
with respect to certain hotels being operated under the "Candlewood" brand]
[that certain Management Agreement, dated as of October 27, 2003, between TRS1
and Manager], as the same may be amended, modified, supplemented, or otherwise
altered from time to time.

     "MANAGER" shall mean Intercontinental Hotels Group Resources, Inc.

     "OUTSTANDING BALANCE" shall mean, from time to time, Fifty Million Dollars
($50,000,000), less the excess of the aggregate amount paid by the Guarantor
under SECTION 3 hereof over the aggregate of any amounts reimbursed to the
Guarantor pursuant to the terms of the Management Agreement.

     "PROVIDE COLLATERAL" or "PROVIDED COLLATERAL" shall mean:

     (a)    delivery to HPT of (i) a Satisfactory Letter of Credit or (ii) cash
     in an amount equal to the then Outstanding Balance; or

     (b)    the deposit of cash equal to the then Outstanding Balance with the
     Collateral Agent to be held by the Collateral Agent in accordance with the
     Collateral Agency Agreement provided:(i) the Collateral Agency Agreement
     has been executed and delivered by the parties thereto; (ii) HPT has a
     perfected first priority security interest in any cash delivered to the
     Collateral Agent; (iii) HPT has received favorable opinions of counsel, in
     form and substance reasonably satisfactory to HPT, with respect to such
     perfected first priority interest, the valid existence and good standing of
     the other parties to the Collateral Agency Agreement, the due execution and
     delivery thereof by such other parties, the enforceability of the
     Collateral Agency Agreement against such parties, and that any cash held by
     the Collateral Agent pursuant to the Collateral Agency Agreement shall not
     be "property of the estate" of Collateral Agent should any event described
     in SECTIONS 17.1(a), (b) or (c) of the Management Agreement shall occur
     with respect to the Collateral Agent; or

     (c)    delivery to HPT of other collateral satisfactory to HPT in its good
     faith discretion to secure the Guaranteed Obligations;

provided, however, the Guarantor shall not be deemed to have Provided Collateral
if at any time the Outstanding Balance

                                     - A-3 -
<Page>

exceeds the sum of (i) the then remaining balance drawable under the
Satisfactory Letter of Credit or the balance of the cash deposited by the
Guarantor hereunder, PLUS (ii) proceeds of any Satisfactory Letter of Credit or
cash deposited hereunder, in either case, applied to the Guaranteed Obligations.

     "RATING AGENCIES" shall mean, collectively, Standard's & Poor's Rating
Services or its successor and Moody's Investor Services, Inc. or its successors;
PROVIDED, HOWEVER, if the Rating Agencies (i) cease operations without
successors or (ii) cease to issue credit ratings, "Rating Agencies" shall mean a
nationally recognized organization periodically issuing ratings of the financial
strength and/or credit of United States domestic and international banking
institutions reasonably agreed to by HPT and the Guarantor.

     "REORGANIZATION" shall mean any merger, consolidation, reorganization,
change of control or any transaction pursuant to which the Guarantor shall be or
become a Subsidiary of any other Person.

     "SATISFACTORY LETTER OF CREDIT" shall mean a clean irrevocable letter of
credit in form and substance reasonably satisfactory to HPT in an amount equal
to the Outstanding Balance issued by a bank with a credit rating of not less
than A2/A (or, if after the date hereof the system of ratings used by the Rating
Agencies changes in a material way, their then equivalents of such credit rating
in HPT's reasonable judgment) from the Rating Agencies, having an expiration
date of not earlier than one year after the date on which it was issued and
which permits for partial draws.

     "SUBSTITUTE GUARANTOR" shall mean a Person who assumes the Guarantor's
obligations hereunder in accordance with the terms of SECTION 2.7 below and is
either (a) a Person who satisfies the Rating Agencies' requirements for a single
purpose bankruptcy remote entity who has Provided Collateral or (b) a Person(s)
with (i) a tangible net worth determined in accordance with the Accounting
Principles not less than Seven Hundred Fifty Million Dollars ($750,000,000) and
(ii) unencumbered assets with a fair market value of not less than One Hundred
Million Dollars (exclusive of any note, instrument, security or claim issued by,
against or in any way dependent on the credit of, an Affiliate of Guarantor).

     2.     REPRESENTATIONS AND COVENANTS. The Guarantor represents, warrants,
covenants and agrees that:

                                     - A-4 -
<Page>

            2.1    VALIDITY OF AGREEMENT. The Guarantor has duly and validly
executed and delivered this Agreement; this Agreement constitutes the legal,
valid and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws of general
application affecting the rights and remedies of creditors; and the execution,
delivery and performance of this Agreement have been duly authorized by all
requisite action of the Guarantor and such execution, delivery and performance
by the Guarantor will not result in any breach of the terms, conditions or
provisions of, or conflict with or constitute a default under, or result in the
creation of any lien, charge or encumbrance upon any of the property or assets
of the Guarantor pursuant to the terms of, any indenture, mortgage, deed of
trust, note, other evidence of indebtedness, agreement or other instrument to
which the Guarantor is a party or by which the Guarantor or any property or
assets of the Guarantor is bound, or violate any provision of law applicable to
the Guarantor, or any order, writ, injunction, judgement or decree of any court
applicable to the Guarantor or any order or other public regulation of any
governmental commission, bureau or administrative agency applicable to the
Guarantor.

            2.2    PAYMENT OF EXPENSES. The Guarantor agrees, as principal
obligor and not as guarantor only, to pay to HPT forthwith, upon demand, in
immediately available Federal funds, all costs and expenses (including court
costs and reasonable legal expenses) incurred or expended by HPT in connection
with the enforcement of this Agreement, together with interest at the Interest
Rate on amounts recoverable under this Agreement from the time such amounts
become due until payment.

            2.3    REPORTS. The Guarantor shall timely deliver to HPT the
Consolidated Financials required under the Management Agreement and otherwise
comply with the terms of the Management Agreement applicable to it.

            2.4    FINANCIAL CONDITION OF GUARANTOR; STATUS OF GUARANTOR. So
long as the Guarantor's obligations under SECTION 3 below are outstanding,
unless the Guarantor shall have Provided Collateral to secure its obligations
hereunder:

     (a)    The Guarantor shall at all times maintain a tangible net worth
determined in accordance with the Accounting Principles in an amount not less
than Five Hundred Million Dollars ($500,000,000) or if there has been a
Reorganization, or if the Guarantor is not the originally named Guarantor, Seven
Hundred Fifty Million Dollars ($750,000,000); and

                                     - A-5 -
<Page>

     (b)    The Guarantor shall not engage in any Reorganization unless
following such Reorganization it has (i) a tangible net worth determined in
accordance with the Accounting Principles in an amount not less than Seven
Hundred Fifty Million Dollars ($750,000,000) and (ii) unencumbered assets with a
fair market value of not less than One Hundred Million Dollars ($100,000,000)
(exclusive of any note, instrument, security or claim issued by, against or in
any way dependent on the credit of, an Affiliate of Guarantor).

            2.5    SECURITY. Upon the termination of the Guarantor's obligations
under SECTION 3 or if the excess of aggregate amount paid by the Guarantor under
SECTION 3 over the aggregate of any amounts reimbursed to it pursuant to the
terms of the Management Agreement equals not less than Fifty Million dollars
($50,000,000), HPT will return to the Guarantor any Satisfactory Letter of
Credit previously delivered to HPT or any unapplied cash collateral then being
held by HPT hereunder and shall direct the Collateral Agent to return any cash
being held by it under the Collateral Agency Agreement to the Guarantor. HPT
shall be entitled to draw upon any Satisfactory Letter of Credit delivered to it
(a) for the full amount thereof if at any time there is less than thirty (30)
days until the expiry date of such Satisfactory Letter of Credit; (b) for the
full amount thereof if the bank that issued such Satisfactory Letter of Credit
shall not have a credit rating of at least A/A2 (or, if after the date hereof
the system of ratings used by the Rating Agencies changes in a material way,
their then equivalents in HPT's reasonable judgment) from the Rating Agencies
and such satisfactory Letter of Credit shall not have been replaced within
thirty (30) days with a new Satisfactory Letter of Credit delivered to HPT; or
(c) to the extent and in the amounts then due and payable hereunder, if the
Guarantor shall fail to pay or perform any of its obligations under this
Guaranty in accordance with the terms hereof. HPT shall be entitled to apply any
cash collateral held by it or the Collateral Agent to the overdue obligations of
the Guarantor hereunder in such order and at such times as HPT may determine in
its sole judgment. Any cash collateral held by HPT shall not be commingled with
its other funds, and shall be invested, at the Guarantor's risk, in interest
bearing investments reasonably acceptable to the Guarantor. Any interest on such
cash collateral, and any losses in such investments, shall belong to IHG.

            2.6    LEGAL EXISTENCE. The Guarantor shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence. The Guarantor has appointed attorneys Alston & Bird LLP, having an
address at 1201

                                     - A-6 -
<Page>

West Peachtree Street, Atlanta, Georgia 30309-3424, Attn: Managing Partner as
its agent for service of process. The Guarantor acknowledges and agrees that
service of process on such agent shall constitute service of process on
Guarantor with respect to any and all claims hereunder or under any other
Transaction Document.

            2.7    SUBSTITUTE GUARANTOR. The then Guarantor (the "DEPARTING
GUARANTOR") shall be released from obligations under SECTION 3 hereof on the
following terms and conditions:

     (a)    a Substitute Guarantor shall assume pursuant to a written instrument
satisfactory to HPT all of the Guarantor's obligations hereunder; and

     (b)    HPT shall receive an opinion of counsel satisfactory to HPT with
respect to, among other things, the existence and good standing of the
Substitute Guarantor and the due execution, delivery and enforceability of such
assumption.

     Upon the satisfaction of the foregoing conditions and the expiration of all
applicable preference or similar periods, HPT shall deliver a release to the
Departing Guarantor of its obligations hereunder and the Substitute Guarantor
shall be deemed the "Guarantor" hereunder. Further, if the Substitute Guarantor
has Provided Collateral or has (i) a tangible net worth determined in accordance
with the Accounting Principles of not less than Seven Hundred Fifty Million
Dollars ($750,000,000) and (ii) unencumbered assets with a fair market value of
not less than One Hundred Million Dollars (exclusive of any note, instrument,
security or claim issued by, against or in any way dependent on the credit of,
an Affiliate of Guarantor), HPT shall return to the Departing Guarantor any
letter of credit or cash delivered by the Departing Guarantor and held by HPT
hereunder and shall direct the Collateral Agent to return to the Departing
Guarantor any cash delivered by the Departing Guarantor and held by such
Collateral Agent pursuant to the terms of the Collateral Agency Agreement.

                                     - A-7 -
<Page>

     3.     GUARANTEE.

     (a)    The Guarantor hereby unconditionally guarantees that the Guaranteed
Obligations which become due and payable during the term of the Management
Agreement shall be paid in full when due and payable subject to any applicable
cure periods, whether upon demand, at the stated or accelerated maturity thereof
or upon any mandatory or voluntary prepayment pursuant to any Transaction
Document, or otherwise.

     (b)    This guarantee is a guarantee of payment and not of collectibility
and is absolute and in no way conditional or contingent. In case any part of the
Guaranteed Obligations shall not have been paid when due and payable or
performed at the time performance is required, subject to any applicable cure
periods, the Guarantor shall, pay or cause to be paid to HPT the amount thereof
as is then due and payable and unpaid (including interest and other charges, if
any, due thereon through the date of payment in accordance with the applicable
provisions of the Transaction Documents) or perform or cause to be performed
such obligations in accordance with the Transaction Documents. Simultaneously
with the giving of any notice of default to the Manager under the Management
Agreement, Tenant shall give a copy of such notice to the Guarantor. Tenant
shall accept any cure of such default by the Guarantor provided such cure is
completed within the applicable cure period under the Management Agreement.

     4.     UNENFORCEABILITY OF GUARANTEED OBLIGATIONS, ETC. If the Manager is
for any reason under no legal obligation to discharge any of the Guaranteed
Obligations, or if any other moneys included in the Guaranteed Obligations have
become unrecoverable from the Manager by operation of law or for any other
reason, including, without limitation, the invalidity or irregularity in whole
or in part of any Guaranteed Obligation or of any Transaction Document or any
limitation on the liability of the Manager thereunder or any limitation on the
method or terms of payment thereunder which may now or hereafter be caused or
imposed in any manner whatsoever, the guarantees contained in this Agreement
shall nevertheless remain in full force and effect in accordance with the terms
set forth herein and shall be binding upon the Guarantor to the same extent as
if the Guarantor at all times had been the principal debtor on all such
Guaranteed Obligations.

     5.     ADDITIONAL GUARANTEES. This Agreement shall be in addition to any
other guarantee or other security for the Guaranteed Obligations and it shall
not be prejudiced or rendered unenforceable by the invalidity of any such other

                                     - A-8 -
<Page>

guarantee or security or by any waiver, amendment, release or modification
thereof.

     6.     CONSENTS AND WAIVERS, ETC. The Guarantor hereby acknowledges receipt
of correct and complete copies of each of the Transaction Documents and consents
to all of the terms and provisions thereof, as the same may be from time to time
hereafter amended or changed in accordance therewith, and waives, to the extent
the Guarantor lawfully may do so, (a) presentment, demand for payment, and
protest of nonpayment, of any of the Guaranteed Obligations, (b) notice of
acceptance of this Agreement and of diligence, presentment, demand and protest,
(c) notice of any default hereunder and any default, breach or nonperformance or
a Manager Event of Default under any of the Guaranteed Obligations or the
Transaction Documents, except as expressly provided in SECTION 3, (d) notice of
the terms, time and place of any private or public sale of collateral held as
security for the Guaranteed Obligations, (e) demand for performance or
observance of, and any enforcement of any provision of, or any pursuit or
exhaustion of rights or remedies against the Manager or any other guarantor of
the Guaranteed Obligations, under or pursuant to the Transaction Documents, or
any agreement directly or indirectly relating thereto and any requirements of
diligence or promptness on the part of the holders of the Guaranteed Obligations
in connection therewith, and (f) any and all demands and notices of every kind
and description with respect to the foregoing or which may be required to be
given by any statute or rule of law.

     7.     NO IMPAIRMENT, ETC. The obligations, covenants, agreements and
duties of the Guarantor under this Agreement shall not be affected or impaired
by any assignment or transfer in whole or in part of any of the Guaranteed
Obligations without notice to the Guarantor, or any waiver by HPT or any holder
of any of the Guaranteed Obligations or by the holders of all of the Guaranteed
Obligations of the performance or observance by the Manager or any other
guarantor of any of the agreements, covenants, terms or conditions contained in
the Guaranteed Obligations or the Transaction Documents or any indulgence in or
the extension of the time for payment by the Manager or any other guarantor of
any amounts payable under or in connection with the Guaranteed Obligations or
the Transaction Documents or any other instrument or agreement relating to the
Guaranteed Obligations or of the time for performance by the Manager or any
other guarantor of any other obligations under or arising out of any of the
foregoing or the extension or renewal thereof, or the modification or amendment
made with the consent of the Guarantor of any duty, agreement or obligation of
the Manager or any other

                                     - A-9 -
<Page>

guarantor set forth in any of the foregoing, or the voluntary or involuntary
sale or other disposition of all or substantially all the assets of the Manager
or any other guarantor or insolvency, bankruptcy, or other similar proceedings
affecting the Manager or any other guarantor or any assets of the Manager or any
such other guarantor, or the release or discharge of the Manager or any such
other guarantor from the performance or observance of any agreement, covenant,
term or condition contained in any of the foregoing without the consent of the
holders of the Guaranteed Obligations by operation of law.

     8.     REIMBURSEMENT, SUBROGATION, ETC. The Guarantor hereby covenants and
agrees that the Guarantor will not enforce or otherwise exercise any rights of
reimbursement, subrogation, contribution or other similar rights against the
Manager or any other person with respect to the Guaranteed Obligations prior to
the irrevocable payment in full of all amounts then due and owing but unpaid
under the Management Agreement, and until the Guaranteed Obligations have been
satisfied in full, the Guarantor shall not have any right of subrogation, and
the Guarantor waives any defense it may have based upon any election of remedies
by HPT which destroys the Guarantor's subrogation rights or the Guarantor's
rights to proceed against the Manager for reimbursement, including, without
limitation, any loss of rights the Guarantor may suffer by reason of any rights,
powers or remedies of the Manager in connection with any anti-deficiency laws or
any other laws limiting, qualifying or discharging the indebtedness to HPT.
Until all obligations of the Manager pursuant to the Transaction Documents shall
have been irrevocably paid and satisfied in full, the Guarantor waives any right
to enforce any remedy which HPT now has or may in the future have against the
Manager, any other guarantor or any other person and any benefit of, or any
right to participate in, any security whatsoever now or in the future held by
HPT. Nothing contained in this SECTION 8 shall limit any of Guarantor's rights
under the Management Agreement.

     9.     DEFEASANCE; GUARANTY LIMITATIONS. The Guarantor's obligations under
SECTION 3 shall terminate upon the first to occur of (a) the date on which the
Guaranteed Obligations have been paid and performed in full and all other
obligations of the Guarantor to HPT under this Agreement have been irrevocably
satisfied in full and (b) the Coverage Date; PROVIDED, HOWEVER, if at any time,
all or any part of any payment applied on account of the Guaranteed Obligations
is or must be rescinded or returned for any reason whatsoever (including,
without limitation, the insolvency, bankruptcy or reorganization of the
Manager), this Agreement, to the extent such payment is or must

                                    - A-10 -
<Page>

be rescinded or returned, shall be deemed to have continued in existence
notwithstanding any such termination. Notwithstanding anything contained in this
Agreement to the contrary, in no event shall the Guarantor's liability under
SECTION 3 hereof exceed the sum of Fifty Million Dollars ($50,000,000) less (ii)
the aggregate amount paid by the Guarantor under SECTION 3 in excess of the
aggregate of any amounts reimbursed to it pursuant to the terms of the
Management Agreement.

     10.    NOTICES. (a) Any and all notices, demands, consents, approvals,
offers, elections and other communications required or permitted under this
Agreement shall be deemed adequately given if in writing and the same shall be
delivered either by hand, by telecopier with written acknowledgment of receipt
(provided a copy thereof is sent by Federal Express or similar expedited
commercial carrier for delivery on the next business day), or Federal Express or
similar expedited commercial carrier, addressed to the recipient of the notice,
postpaid and registered or certified with return receipt requested (if by mail),
or with all freight charges prepaid (if by Federal Express or similar carrier).

     (b)    All notices required or permitted to be sent hereunder shall be
deemed to have been given for all purposes of this Agreement upon the date of
acknowledged receipt, in the case of a notice by telecopier, and, in all other
cases, upon the date of receipt or refusal, except that whenever under this
Agreement a notice is either received on a day which is not a Business Day or is
required to be delivered on or before a specific day which is not a Business
Day, the day of receipt or required delivery shall automatically be extended to
the next Business Day.

     (c)    All such notices shall be addressed,

     if to HPT to:

            c/o Hospitality Properties Trust
            400 Centre Street
            Newton, Massachusetts  02458
            Attn:  Mr. John G. Murray
            [Telecopier No. (617) 969-5730]

     with a copy to:

            Sullivan & Worcester LLP
            One Post Office Square
            Boston, Massachusetts  02109
            Attn:  Warren M. Heilbronner, Esq.
            [Telecopier No. (617) 338-2880]

                                    - A-11 -
<Page>

     if to the Guarantor to:

            Intercontinental Hotels Group PLC
            67 Alma Road
            Windsor
            Berkshire SL4 3HD
            ENGLAND
            Attn: Company Secretary
            Telecopier No. +44 1753 410101

     with a copy to:

            Intercontinental Hotels Resources Group, Inc.
            Three Ravinia Drive
            Suite 100
            Atlanta, Georgia 30346
            Attn:  Vice President, Asset Management
            [Telecopier No. 770-604-5340]

     (d)    By notice given as herein provided, the parties hereto and their
respective successors and assigns shall have the right from time to time and at
any time during the term of this Agreement to change their respective addresses
effective upon receipt by the other parties of such notice and each shall have
the right to specify as its address any other address within the United States
of America.

     11.    SUCCESSORS AND ASSIGNS. Whenever in this Agreement, any of the
parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party, including without limitation the holders,
from time to time, of the Guaranteed Obligations; and all representations,
warranties, covenants and agreements by or on behalf of the Guarantor which are
contained in this Agreement shall inure to the benefit of HPT's successors and
assigns, including, without limitation, such holders, whether so expressed or
not.

     12.    APPLICABLE LAW. Except as to matters regarding the internal affairs
of HPT and issues of or limitations on any personal liability of the
shareholders and trustees of HPT for obligations of HPT, as to which the laws of
the State of Maryland shall govern, this Agreement and any other instruments
executed and delivered to evidence, complete or perfect the transactions
contemplated hereby shall be interpreted, construed, applied and enforced in
accordance with the laws of New York applicable to contracts between residents
of New York which are to be performed entirely within New York, regardless of
(i) where any such instrument is executed or delivered; or (ii) where any
payment or other performance required by any such

                                    - A-12 -
<Page>

instrument is made or required to be made; or (iii) where any breach of any
provision of any such instrument occurs, or any cause of action otherwise
accrues; or (iv) where any action or other proceeding is instituted or pending;
or (v) the nationality, citizenship, domicile, principal place of business, or
jurisdiction of organization or domestication of any party; or (vi) whether the
laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction
other than Massachusetts; or (vii) any combination of the foregoing.

     All actions and proceedings arising out of or in any way relating to this
Agreement shall be brought, heard, and determined exclusively in an otherwise
appropriate federal or state court located within the State of New York.
Guarantor hereby (i) submits to the exclusive jurisdiction of any New York
federal or state court of otherwise competent jurisdiction for the purpose of
any action or proceeding arising out of or relating to this Agreement and (ii)
voluntarily and irrevocably waives, and agrees not to assert by way of motion,
defense, or otherwise in any such action or proceeding, any claim or defense
that it is not personally subject to the jurisdiction of such a court, that such
a court lacks personal jurisdiction over Guarantor or the matter, that the
action or proceeding has been brought in an inconvenient or improper forum, that
the venue of the action or proceeding is improper, or that this Agreement may
not be enforced in or by such a court. To the maximum extent permitted by
applicable law, Guarantor consents to service of process by registered mail,
return receipt requested, or by any other manner provided by law.

     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES
HERETO WAIVES ITS RIGHTS TO TRIAL BY JURY WITH RESPECT TO THIS AGREEMENT OR ANY
MATTER ARISING IN CONNECTION HEREWITH.

     13.    MODIFICATION OF AGREEMENT. No modification or waiver of any
provision of this Agreement, nor any consent to any departure by the Guarantor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by HPT, and such modification, waiver or consent shall be effective
only in the specific instances and for the purpose for which given. No notice to
or demand on the Guarantor in any case shall entitle the Guarantor to any other
or further notice or demand in the same, similar or other circumstances.

     14.    WAIVER OF RIGHTS BY HPT. Neither any failure nor any delay on HPT's
part in exercising any right, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or

                                    - A-13 -
<Page>

further exercise, or the exercise of any other right, power or privilege.

     15.    SEVERABILITY. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby, but this Agreement
shall be reformed and construed and enforced to the maximum extent permitted by
applicable law.

     16.    ENTIRE CONTRACT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and shall
supersede and take the place of any other instruments purporting to be an
agreement of the parties hereto relating to the subject matter hereof.

     17.    HEADINGS; COUNTERPARTS. Headings in this Agreement are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument,
and in pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one of such counterparts.

     18.    REMEDIES CUMULATIVE. No remedy herein conferred upon HPT is intended
to be exclusive of any other remedy, and subject to the limitations set forth in
SECTION 9 above, each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise.

     19.    NONLIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING
TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE
"DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF
THE STATE OF MARYLAND, PROVIDES THAT, AND THE GUARANTOR HEREBY AGREES THAT, THE
NAME "HOSPITALITY PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF TRUST SHALL BE HELD TO ANY
PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, TRUST. ALL PERSONS DEALING WITH TRUST, IN ANY WAY, SHALL LOOK ONLY TO
THE ASSETS OF TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.

     20.    EFFECTIVE DATE. This Agreement shall be of no force or effect unless
and until the Effective Date occurs.

                                    - A-14 -
<Page>

     WITNESS the execution hereof under seal as of the date above first written.

                                         INTERCONTINENTAL HOTELS GROUP PLC


                                         By:
                                            ---------------------------------
                                            Its:
                                                -----------------------------

                                         By:
                                            ---------------------------------
                                            Its:
                                                -----------------------------

ACKNOWLEDGED AND AGREED:

HPT TRS IHG-1, INC.


By:
   ----------------------------
   Its:
       ------------------------


HOSPITALITY PROPERTIES TRUST


By:
   ----------------------------
   Its:
       ------------------------

                                    - A-15 -
<Page>

                                    EXHIBIT B

                             NEW STAYBRIDGE GUARANTY


                               GUARANTY AGREEMENT

     THIS GUARANTY AGREEMENT (this "AGREEMENT") is made and given as of ________
__, 20__, by INTERCONTINENTAL HOTELS GROUP PLC, a corporation organized and
existing under the laws of England and Wales (the "GUARANTOR"), for the benefit
of HPT TRS IHG-1, INC., a Maryland corporation (together with its successors and
assigns, the "TENANT"), and HOSPITALITY PROPERTIES TRUST, a Maryland real estate
investment trust (together with its successors and assigns, "Trust"; and Trust
together with the Tenant, "HPT").

                              W I T N E S S E T H :

     WHEREAS, on February __, 2005, the Guarantor delivered to HPT that certain
Amended and Restated Consolidated Guaranty Agreement (the "CONSOLIDATED
GUARANTY"); and

     WHEREAS, the New Portfolio Coverage Date (as such term is defined in the
Consolidated Guaranty) has occurred and the Guarantor wishes to terminate its
obligations the Consolidated Guaranty in accordance with Section 10 of the
Consolidated Guaranty; and

     WHEREAS, Section 10 of the Consolidated Guaranty requires, among other
things, that the Guarantor deliver this Guaranty Agreement to HPT in order to
terminate its obligations under the Consolidated Guaranty as aforesaid; and

     WHEREAS, the termination of its obligations under the Consolidated Guaranty
as aforesaid constitutes a direct material benefit to the Guarantor;

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     1.     CERTAIN TERMS. Capitalized terms used and not otherwise defined in
this Agreement shall have the meanings

<Page>

ascribed to such terms in the Management Agreement. The following terms as used
in this Agreement shall have the meanings set forth below:

     "ACCOUNTING PRINCIPLES" shall mean generally accepted accounting
principles, as adopted in the United States of America, consistently applied or,
if the Guarantor's principal place of business is the United Kingdom, generally
accepted accounting principles, as adopted in the United Kingdom, consistently
applied.

     "COLLATERAL AGENCY AGREEMENT" shall mean a written agreement, in form and
substance reasonably acceptable to HPT, among HPT, the Guarantor and the
Collateral Agent pursuant to which the Collateral Agent shall agree to hold any
cash delivered to such Collateral Agent pursuant to the terms of this Agreement
as collateral agent on behalf of HPT, as the same may be amended, restated,
supplemented or otherwise modified from time to time with the consent of the
parties thereto. Among other things, the Collateral Agency Agreement shall
provide that (a) the Collateral Agent shall look solely to the Guarantor for any
amounts owed to the Collateral Agent in connection with such agreement, (b) the
Collateral Agent shall not offset any amount owed to the Collateral Agent
against the cash delivered to it pursuant to the Collateral Agency Agreement and
this Agreement, (c) the Collateral Agent shall hold such cash as trust funds and
not commingle such cash with any assets of the Collateral Agent and (d) HPT
shall be entitled to apply any cash collateral held by the Collateral Agent to
the overdue obligations of the Guarantor hereunder in such order and at such
times as HPT may determine in its sole judgment.

     "COLLATERAL AGENT" shall mean a bank or other financial institution
reasonably acceptable to HPT having a rating of not less than BBB-/Baa3 rating
from the Rating Agencies, which bank or other financial institution is the
collateral agent under the Collateral Agency Agreement as such collateral agent
may be replaced in accordance with the terms of the Collateral Agency Agreement.

     "COVERAGE DATE" shall mean the date which is the day after the second (2nd)
consecutive calendar year for which the Priority Coverage Ratio is equal to or
exceeds 1.3.

     "GUARANTEED OBLIGATIONS" shall mean the payment to Tenant of (a) all of the
Owner's Priority as and when due under the Management Agreement determined
without respect to Gross Revenue or Operating Profits and (b) any and all
liquidated damages due to Tenant under the Management Agreement.

                                     - B-2 -
<Page>

     "MANAGEMENT AGREEMENT" shall mean [that certain Amended and Restated
Management Agreement, dated as of January __. 2005], between TRS1 and Manager,
with respect to certain hotels being operated under the "Staybridge" brand]
[that certain Management Agreement, dated as of July 1, 2003, between TRS1 and
Manager] as the same may be amended, modified, supplemented, or otherwise
altered from time to time.

     "MANAGER" shall mean Intercontinental Hotels Group Resources, Inc.

     "OUTSTANDING BALANCE" shall mean, from time to time, the Seventy Million
Dollars ($70,000,000) less the excess of the aggregate amount paid by the
Guarantor under SECTION 3 hereof over the aggregate amount reimbursed to the
Guarantor pursuant to SECTION 10.1(l) of the Management Agreement.

     "PROVIDE COLLATERAL" or "PROVIDED COLLATERAL" shall mean:

     (a)    delivery to HPT of (i) a Satisfactory Letter of Credit or (ii) cash
in an amount equal to the then Outstanding Balance; or

     (b)    the deposit of cash equal to the then Outstanding Balance with the
Collateral Agent to be held by the Collateral Agent in accordance with the
Collateral Agency Agreement provided:(i) the Collateral Agency Agreement has
been executed and delivered by the parties thereto; (ii) HPT has a perfected
first priority security interest in any cash delivered to the Collateral Agent;
(iii) HPT has received favorable opinions of counsel, in form and substance
reasonably satisfactory to HPT, with respect to such perfected first priority
interest, the valid existence and good standing of the other parties to the
Collateral Agency Agreement, the due execution and delivery thereof by such
other parties, the enforceability of the Collateral Agency Agreement against
such parties, and that any cash held by the Collateral Agent pursuant to the
Collateral Agency Agreement shall not be "property of the estate" of Collateral
Agent should any event described in SECTIONS 17.1(a), (b) or (c) of the
Management Agreement shall occur with respect to the Collateral Agent; or

     (c)    delivery to HPT of other collateral satisfactory to HPT in its good
faith discretion to secure the Guaranteed Obligations;

provided, however, the Guarantor shall not be deemed to have Provided Collateral
if at any time the Outstanding Balance exceeds the sum of (i) the then remaining
balance drawable under

                                     - B-3 -
<Page>

the Satisfactory Letter of Credit or the balance of the cash deposited by the
Guarantor hereunder, PLUS (ii) proceeds of any Satisfactory Letter of Credit or
cash deposited hereunder, in either case, applied to the Guaranteed Obligations.

     "PRIORITY COVERAGE RATIO" shall mean, for any period, the ratio of (a) the
excess of Gross Revenue for such period over the sum of the amounts distributed
or applied for such period pursuant to SECTIONS 10.1(a), (b), (e), (g), (h),
(i), (k) AND (l) of the Management Agreement, to (b) the sum for such period of
Owner's Priority and Owner's Percentage Priority.

     "RATING AGENCIES" shall mean, collectively, Standard's & Poor's Rating
Services or its successor and Moody's Investor Services, Inc. or its successors;
PROVIDED, HOWEVER, if the Rating Agencies (i) cease operations without
successors or (ii) cease to issue credit ratings, "Rating Agencies" shall mean a
nationally recognized organization periodically issuing ratings of the financial
strength and/or credit of United States domestic and international banking
institutions reasonably agreed to by HPT and the Guarantor.

     "REORGANIZATION" shall mean any merger, consolidation, reorganization,
change of control or any transaction pursuant to which the Guarantor shall be or
become a Subsidiary of any other Person.

     "SATISFACTORY LETTER OF CREDIT" shall mean a clean irrevocable letter of
credit in form and substance reasonably satisfactory to HPT in an amount equal
to the Outstanding Balance issued by a bank with a credit rating of not less
than A2/A (or, if after the date hereof the system of ratings used by the Rating
Agencies changes in a material way, their then equivalents of such credit rating
in HPT's reasonable judgment) from the Rating Agencies, having an expiration
date of not earlier than one year after the date on which it was issued and
which permits for partial draws.

     "SUBSTITUTE GUARANTOR" shall mean a Person who assumes the Guarantor's
obligations hereunder in accordance with the terms of SECTION 2.7 below and is
either (a) a Person who satisfies the Rating Agencies' requirements for a single
purpose bankruptcy remote entity who has Provided Collateral or (b) a Person(s)
with (i) a tangible net worth determined in accordance with the Accounting
Principles not less than Seven Hundred Fifty Million Dollars ($750,000,000) and
(ii) unencumbered assets with a fair market value of not less than One Hundred
Million Dollars (exclusive of any note, instrument, security or claim issued by,

                                     - B-4 -
<Page>

against or in any way dependent on the credit of, an Affiliate of Guarantor).

     2.     REPRESENTATIONS AND COVENANTS. The Guarantor represents, warrants,
covenants and agrees that:

            2.1    VALIDITY OF AGREEMENT. The Guarantor has duly and validly
executed and delivered this Agreement; this Agreement constitutes the legal,
valid and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws of general
application affecting the rights and remedies of creditors; and the execution,
delivery and performance of this Agreement have been duly authorized by all
requisite action of the Guarantor and such execution, delivery and performance
by the Guarantor will not result in any breach of the terms, conditions or
provisions of, or conflict with or constitute a default under, or result in the
creation of any lien, charge or encumbrance upon any of the property or assets
of the Guarantor pursuant to the terms of, any indenture, mortgage, deed of
trust, note, other evidence of indebtedness, agreement or other instrument to
which the Guarantor is a party or by which the Guarantor or any property or
assets of the Guarantor is bound, or violate any provision of law applicable to
the Guarantor, or any order, writ, injunction, judgement or decree of any court
applicable to the Guarantor or any order or other public regulation of any
governmental commission, bureau or administrative agency applicable to the
Guarantor.

            2.2    PAYMENT OF EXPENSES. The Guarantor agrees, as principal
obligor and not as guarantor only, to pay to HPT forthwith, upon demand, in
immediately available Federal funds, all costs and expenses (including court
costs and reasonable legal expenses) incurred or expended by HPT in connection
with the enforcement of this Agreement, together with interest at the Interest
Rate on amounts recoverable under this Agreement from the time such amounts
become due until payment.

            2.3    REPORTS. The Guarantor shall timely deliver to HPT the
Consolidated Financials required under the Management Agreement and otherwise
comply with the terms of the Management Agreement applicable to it.

            2.4    FINANCIAL CONDITION OF GUARANTOR; STATUS OF GUARANTOR. So
long as the Guarantor's obligations under SECTION 3 below are outstanding,
unless the Guarantor shall have Provided Collateral to secure its obligations
hereunder:

                                     - B-5 -
<Page>

     (a)    The Guarantor shall at all times maintain a tangible net worth
determined in accordance with the Accounting Principles in an amount not less
than Five Hundred Million Dollars ($500,000,000) or if there has been a
Reorganization, or if the Guarantor is not the originally named Guarantor, Seven
Hundred Fifty Million Dollars ($750,000,000); and

     (b)    The Guarantor shall not engage in any Reorganization unless
following such Reorganization it has (i) a tangible net worth determined in
accordance with the Accounting Principles in an amount not less than Seven
Hundred Fifty Million Dollars ($750,000,000) and (ii) unencumbered assets with a
fair market value of not less than One Hundred Million Dollars ($100,000,000)
(exclusive of any note, instrument, security or claim issued by, against or in
any way dependent on the credit of, an Affiliate of Guarantor).

            2.5    SECURITY. Upon the termination of the Guarantor's obligations
under SECTION 3 or if the excess of aggregate amount paid by the Guarantor under
SECTION 3 over the aggregate amount reimbursed to it pursuant to Section 10.1(l)
of the Management Agreement equals not less than Fifty Million dollars
($50,000,000), HPT will return to the Guarantor any Satisfactory Letter of
Credit previously delivered to HPT or any unapplied cash collateral then being
held by HPT hereunder and shall direct the Collateral Agent to return any cash
being held by it under the Collateral Agency Agreement to the Guarantor. HPT
shall be entitled to draw upon any Satisfactory Letter of Credit delivered to it
(a) for the full amount thereof if at any time there is less than thirty (30)
days until the expiry date of such Satisfactory Letter of Credit; (b) for the
full amount thereof if the bank that issued such Satisfactory Letter of Credit
shall not have a credit rating of at least A/A2 (or, if after the date hereof
the system of ratings used by the Rating Agencies changes in a material way,
their then equivalents in HPT's reasonable judgment) from the Rating Agencies
and such satisfactory Letter of Credit shall not have been replaced within
thirty (30) days with a new Satisfactory Letter of Credit delivered to HPT; or
(c) to the extent and in the amounts then due and payable hereunder, if the
Guarantor shall fail to pay or perform any of its obligations under this
Guaranty in accordance with the terms hereof. HPT shall be entitled to apply any
cash collateral held by it or the Collateral Agent to the overdue obligations of
the Guarantor hereunder in such order and at such times as HPT may determine in
its sole judgment. Any cash collateral held by HPT shall not be commingled with
its other funds, and shall be invested, at the Guarantor's risk, in interest
bearing investments reasonably acceptable to the

                                     - B-6 -
<Page>

Guarantor. Any interest on such cash collateral, and any losses in such
investments, shall belong to IHG.

            2.6    LEGAL EXISTENCE. The Guarantor shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence. The Guarantor has appointed attorneys Alston & Bird LLP, having an
address at 1201 West Peachtree Street, Atlanta, Georgia 30309-3424, Attn:
Managing Partner as its agent for service of process. Managing Partner as its
agent for service of process. The Guarantor acknowledges and agrees that service
of process on such agent shall constitute service of process on Guarantor with
respect to any and all claims hereunder or under any other Transaction Document.

            2.7    SUBSTITUTE GUARANTOR. The then Guarantor (the "DEPARTING
GUARANTOR") shall be released from obligations under SECTION 3 hereof on the
following terms and conditions:

     (a)    a Substitute Guarantor shall assume pursuant to a written instrument
satisfactory to HPT all of the Guarantor's obligations hereunder; and

     (b)    HPT shall receive an opinion of counsel satisfactory to HPT with
respect to, among other things, the existence and good standing of the
Substitute Guarantor and the due execution, delivery and enforceability of such
assumption.

     Upon the satisfaction of the foregoing conditions and the expiration of all
applicable preference or similar periods, HPT shall deliver a release to the
Departing Guarantor of its obligations hereunder and the Substitute Guarantor
shall be deemed the "Guarantor" hereunder. Further, if the Substitute Guarantor
has Provided Collateral or has (i) a tangible net worth determined in accordance
with the Accounting Principles of not less than Seven Hundred Fifty Million
Dollars ($750,000,000) and (ii) unencumbered assets with a fair market value of
not less than One Hundred Million Dollars (exclusive of any note, instrument,
security or claim issued by, against or in any way dependent on the credit of,
an Affiliate of Guarantor), HPT shall return to the Departing Guarantor any
letter of credit or cash delivered by the Departing Guarantor and held by HPT
hereunder and shall direct the Collateral Agent to return to the Departing
Guarantor any cash delivered by the Departing Guarantor and held by such
Collateral Agent pursuant to the terms of the Collateral Agency Agreement.

                                     - B-7 -
<Page>

     3.     GUARANTEE.

     (a)    The Guarantor hereby unconditionally guarantees that the Guaranteed
Obligations which become due and payable during the term of the Management
Agreement shall be paid in full when due and payable subject to any applicable
cure periods, whether upon demand, at the stated or accelerated maturity thereof
or upon any mandatory or voluntary prepayment pursuant to any Transaction
Document, or otherwise.

     (b)    This guarantee is a guarantee of payment and not of collectibility
and is absolute and in no way conditional or contingent. In case any part of the
Guaranteed Obligations shall not have been paid when due and payable or
performed at the time performance is required, subject to any applicable cure
periods, the Guarantor shall, pay or cause to be paid to HPT the amount thereof
as is then due and payable and unpaid (including interest and other charges, if
any, due thereon through the date of payment in accordance with the applicable
provisions of the Transaction Documents) or perform or cause to be performed
such obligations in accordance with the Transaction Documents. Simultaneously
with the giving of any notice of default to the Manager under the Management
Agreement, Tenant shall give a copy of such notice to the Guarantor. Tenant
shall accept any cure of such default by the Guarantor provided such cure is
completed within the applicable cure period under the Management Agreement.

     4.     UNENFORCEABILITY OF GUARANTEED OBLIGATIONS, ETC. If the Manager is
for any reason under no legal obligation to discharge any of the Guaranteed
Obligations, or if any other moneys included in the Guaranteed Obligations have
become unrecoverable from the Manager by operation of law or for any other
reason, including, without limitation, the invalidity or irregularity in whole
or in part of any Guaranteed Obligation or of any Transaction Document or any
limitation on the liability of the Manager thereunder or any limitation on the
method or terms of payment thereunder which may now or hereafter be caused or
imposed in any manner whatsoever, the guarantees contained in this Agreement
shall nevertheless remain in full force and effect in accordance with the terms
set forth herein and shall be binding upon the Guarantor to the same extent as
if the Guarantor at all times had been the principal debtor on all such
Guaranteed Obligations.

     5.     ADDITIONAL GUARANTEES. This Agreement shall be in addition to any
other guarantee or other security for the Guaranteed Obligations and it shall
not be prejudiced or rendered unenforceable by the invalidity of any such other

                                     - B-8 -
<Page>

guarantee or security or by any waiver, amendment, release or modification
thereof.

     6.     CONSENTS AND WAIVERS, ETC. The Guarantor hereby acknowledges receipt
of correct and complete copies of each of the Transaction Documents and consents
to all of the terms and provisions thereof, as the same may be from time to time
hereafter amended or changed in accordance therewith, and waives, to the extent
the Guarantor lawfully may do so, (a) presentment, demand for payment, and
protest of nonpayment, of any of the Guaranteed Obligations, (b) notice of
acceptance of this Agreement and of diligence, presentment, demand and protest,
(c) notice of any default hereunder and any default, breach or nonperformance or
a Manager Event of Default under any of the Guaranteed Obligations or the
Transaction Documents, except as expressly provided in SECTION 3, (d) notice of
the terms, time and place of any private or public sale of collateral held as
security for the Guaranteed Obligations, (e) demand for performance or
observance of, and any enforcement of any provision of, or any pursuit or
exhaustion of rights or remedies against the Manager or any other guarantor of
the Guaranteed Obligations, under or pursuant to the Transaction Documents, or
any agreement directly or indirectly relating thereto and any requirements of
diligence or promptness on the part of the holders of the Guaranteed Obligations
in connection therewith, and (f) any and all demands and notices of every kind
and description with respect to the foregoing or which may be required to be
given by any statute or rule of law.

     7.     NO IMPAIRMENT, ETC. The obligations, covenants, agreements and
duties of the Guarantor under this Agreement shall not be affected or impaired
by any assignment or transfer in whole or in part of any of the Guaranteed
Obligations without notice to the Guarantor, or any waiver by HPT or any holder
of any of the Guaranteed Obligations or by the holders of all of the Guaranteed
Obligations of the performance or observance by the Manager or any other
guarantor of any of the agreements, covenants, terms or conditions contained in
the Guaranteed Obligations or the Transaction Documents or any indulgence in or
the extension of the time for payment by the Manager or any other guarantor of
any amounts payable under or in connection with the Guaranteed Obligations or
the Transaction Documents or any other instrument or agreement relating to the
Guaranteed Obligations or of the time for performance by the Manager or any
other guarantor of any other obligations under or arising out of any of the
foregoing or the extension or renewal thereof, or the modification or amendment
made with the consent of the Guarantor of any duty, agreement or obligation of
the Manager or any other

                                     - B-9 -
<Page>

guarantor set forth in any of the foregoing, or the voluntary or involuntary
sale or other disposition of all or substantially all the assets of the Manager
or any other guarantor or insolvency, bankruptcy, or other similar proceedings
affecting the Manager or any other guarantor or any assets of the Manager or any
such other guarantor, or the release or discharge of the Manager or any such
other guarantor from the performance or observance of any agreement, covenant,
term or condition contained in any of the foregoing without the consent of the
holders of the Guaranteed Obligations by operation of law.

     8.     REIMBURSEMENT, SUBROGATION, ETC. The Guarantor hereby covenants and
agrees that the Guarantor will not enforce or otherwise exercise any rights of
reimbursement, subrogation, contribution or other similar rights against the
Manager or any other person with respect to the Guaranteed Obligations prior to
the irrevocable payment in full of all amounts then due and owing but unpaid
under the Management Agreement, and until the Guaranteed Obligations have been
satisfied in full, the Guarantor shall not have any right of subrogation, and
the Guarantor waives any defense it may have based upon any election of remedies
by HPT which destroys the Guarantor's subrogation rights or the Guarantor's
rights to proceed against the Manager for reimbursement, including, without
limitation, any loss of rights the Guarantor may suffer by reason of any rights,
powers or remedies of the Manager in connection with any anti-deficiency laws or
any other laws limiting, qualifying or discharging the indebtedness to HPT.
Until all obligations of the Manager pursuant to the Transaction Documents shall
have been irrevocably paid and satisfied in full, the Guarantor waives any right
to enforce any remedy which HPT now has or may in the future have against the
Manager, any other guarantor or any other person and any benefit of, or any
right to participate in, any security whatsoever now or in the future held by
HPT. Nothing contained in this SECTION 8 shall limit the Guarantor's rights
under SECTION 10.1(l) of the Management Agreement.

     9.     DEFEASANCE; GUARANTY LIMITATIONS. The Guarantor's obligations under
SECTION 3 shall terminate upon the first to occur of (a) the date on which the
Guaranteed Obligations have been paid and performed in full and all other
obligations of the Guarantor to HPT under this Agreement have been irrevocably
satisfied in full and (b) the Coverage Date; PROVIDED, HOWEVER, if at any time,
all or any part of any payment applied on account of the Guaranteed Obligations
is or must be rescinded or returned for any reason whatsoever (including,
without limitation, the insolvency, bankruptcy or reorganization of the
Manager), this Agreement, to the extent such payment is or must

                                    - B-10 -
<Page>

be rescinded or returned, shall be deemed to have continued in existence
notwithstanding any such termination. Notwithstanding anything contained in this
Agreement to the contrary, the Guarantor's liability under SECTION 3 hereof in
the aggregate shall not exceed (a) for the period ending on December 31, 2005,
(i) Fifty Million Dollars ($50,000,000) with respect to the portion of Owner's
Priority attributable to the Original Hotels and (ii) an additional Sixteen
Million Dollars ($16,000,000) with respect to the portion of Owner's Priority
attributable to the Expansion Hotels, and (b) thereafter, Seventy Million
Dollars ($70,000,000) with respect to the entire amount of Owner's Priority;
PROVIDED, HOWEVER, such liability shall be reduced by any advances made by
Manager under Section 10.3 of the Management Agreement which Manager elects to
be deemed advances hereunder pursuant to said Section and such liability shall
be increased by any reimbursements made to the Guarantor pursuant to Section
10.1(l) of the Management Agreement.

     10.    NOTICES. (a) Any and all notices, demands, consents, approvals,
offers, elections and other communications required or permitted under this
Agreement shall be deemed adequately given if in writing and the same shall be
delivered either by hand, by telecopier with written acknowledgment of receipt
(provided a copy thereof is sent by Federal Express or similar expedited
commercial carrier for delivery on the next business day), or Federal Express or
similar expedited commercial carrier, addressed to the recipient of the notice,
postpaid and registered or certified with return receipt requested (if by mail),
or with all freight charges prepaid (if by Federal Express or similar carrier).

     (b)    All notices required or permitted to be sent hereunder shall be
deemed to have been given for all purposes of this Agreement upon the date of
acknowledged receipt, in the case of a notice by telecopier, and, in all other
cases, upon the date of receipt or refusal, except that whenever under this
Agreement a notice is either received on a day which is not a Business Day or is
required to be delivered on or before a specific day which is not a Business
Day, the day of receipt or required delivery shall automatically be extended to
the next Business Day.

                                    - B-11 -
<Page>

     (c)    All such notices shall be addressed,

     if to HPT to:

            c/o Hospitality Properties Trust
            400 Centre Street
            Newton, Massachusetts  02458
            Attn:  Mr. John G. Murray
            [Telecopier No. (617) 969-5730]

     with a copy to:

            Sullivan & Worcester LLP
            One Post Office Square
            Boston, Massachusetts  02109
            Attn:  Warren M. Heilbronner, Esq.
            [Telecopier No. (617) 338-2880]

     if to the Guarantor to:

            Intercontinental Hotels Group PLC
            67 Alma Road
            Windsor
            Berkshire SL4 3HD
            ENGLAND
            Attn: Company Secretary
            Telecopier No. +44 1753 410101

     with a copy to:

            Intercontinental Hotels Group, Inc.
            Three Ravinia Drive
            Suite 100
            Atlanta, Georgia 30346
            Attn:  Vice President, Asset Management
            [Telecopier No. 770-604-5340]

     (d)    By notice given as herein provided, the parties hereto and their
respective successors and assigns shall have the right from time to time and at
any time during the term of this Agreement to change their respective addresses
effective upon receipt by the other parties of such notice and each shall have
the right to specify as its address any other address within the United States
of America.

     11.    SUCCESSORS AND ASSIGNS. Whenever in this Agreement, any of the
parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party, including without limitation the holders,
from time to time, of

                                    - B-12 -
<Page>

the Guaranteed Obligations; and all representations, warranties, covenants and
agreements by or on behalf of the Guarantor which are contained in this
Agreement shall inure to the benefit of HPT's successors and assigns, including,
without limitation, such holders, whether so expressed or not.

     12.    APPLICABLE LAW. Except as to matters regarding the internal affairs
of HPT and issues of or limitations on any personal liability of the
shareholders and trustees of HPT for obligations of HPT, as to which the laws of
the State of Maryland shall govern, this Agreement and any other instruments
executed and delivered to evidence, complete or perfect the transactions
contemplated hereby shall be interpreted, construed, applied and enforced in
accordance with the laws of New York applicable to contracts between residents
of New York which are to be performed entirely within New York, regardless of
(i) where any such instrument is executed or delivered; or (ii) where any
payment or other performance required by any such instrument is made or required
to be made; or (iii) where any breach of any provision of any such instrument
occurs, or any cause of action otherwise accrues; or (iv) where any action or
other proceeding is instituted or pending; or (v) the nationality, citizenship,
domicile, principal place of business, or jurisdiction of organization or
domestication of any party; or (vi) whether the laws of the forum jurisdiction
otherwise would apply the laws of a jurisdiction other than Massachusetts; or
(vii) any combination of the foregoing.

     All actions and proceedings arising out of or in any way relating to this
Agreement shall be brought, heard, and determined exclusively in an otherwise
appropriate federal or state court located within the State of New York.
Guarantor hereby (i) submits to the exclusive jurisdiction of any New York
federal or state court of otherwise competent jurisdiction for the purpose of
any action or proceeding arising out of or relating to this Agreement and (ii)
voluntarily and irrevocably waives, and agrees not to assert by way of motion,
defense, or otherwise in any such action or proceeding, any claim or defense
that it is not personally subject to the jurisdiction of such a court, that such
a court lacks personal jurisdiction over Guarantor or the matter, that the
action or proceeding has been brought in an inconvenient or improper forum, that
the venue of the action or proceeding is improper, or that this Agreement may
not be enforced in or by such a court. To the maximum extent permitted by
applicable law, Guarantor consents to service of process by registered mail,
return receipt requested, or by any other manner provided by law.

                                    - B-13 -
<Page>

     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES
HERETO WAIVES ITS RIGHTS TO TRIAL BY JURY WITH RESPECT TO THIS AGREEMENT OR ANY
MATTER ARISING IN CONNECTION HEREWITH.

     13.    MODIFICATION OF AGREEMENT. No modification or waiver of any
provision of this Agreement, nor any consent to any departure by the Guarantor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by HPT, and such modification, waiver or consent shall be effective
only in the specific instances and for the purpose for which given. No notice to
or demand on the Guarantor in any case shall entitle the Guarantor to any other
or further notice or demand in the same, similar or other circumstances.

     14.    WAIVER OF RIGHTS BY HPT. Neither any failure nor any delay on HPT's
part in exercising any right, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise, or the exercise of any other right,
power or privilege.

     15.    SEVERABILITY. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby, but this Agreement
shall be reformed and construed and enforced to the maximum extent permitted by
applicable law.

     16.    ENTIRE CONTRACT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and shall
supersede and take the place of any other instruments purporting to be an
agreement of the parties hereto relating to the subject matter hereof.

     17.    HEADINGS; COUNTERPARTS. Headings in this Agreement are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument,
and in pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one of such counterparts.

     18.    REMEDIES CUMULATIVE. No remedy herein conferred upon HPT is intended
to be exclusive of any other remedy, and subject to the limitations set forth in
SECTION 9 above, each and every remedy shall be cumulative and shall be in
addition to every

                                    - B-14 -
<Page>

other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise.

     19.    NONLIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING
TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE
"DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF
THE STATE OF MARYLAND, PROVIDES THAT, AND THE GUARANTOR HEREBY AGREES THAT, THE
NAME "HOSPITALITY PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF TRUST SHALL BE HELD TO ANY
PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, TRUST. ALL PERSONS DEALING WITH TRUST, IN ANY WAY, SHALL LOOK ONLY TO
THE ASSETS OF TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.

                                    - B-15 -
<Page>

     WITNESS the execution hereof under seal as of the date above first written.

                                         INTERCONTINENTAL HOTELS GROUP PLC


                                         By:
                                            ---------------------------------
                                            Its:
                                                -----------------------------

ACKNOWLEDGED AND AGREED:

HPT TRS IHG-1, INC.


By:
   ----------------------------
   Its:
       ------------------------


HOSPITALITY PROPERTIES TRUST


By:
   ----------------------------
   Its:
       ------------------------

                                    - B-16 -

<Page>

                                    EXHIBIT P

                              MANAGEMENT AGREEMENT

                                     BY AND

                                     BETWEEN

                               HPT TRS IHG-2, INC.

                                       AND

                          IHG MANAGEMENT (MARYLAND) LLC

<Page>

                                TABLE OF CONTENTS

<Table>
<S>                                                                               <C>
ARTICLE 1  DEFINITIONS .........................................................  1
     1.1   8.1(c) Statement ....................................................  1
     1.2   Accounting Principles ...............................................  1
     1.3   Affiliate ...........................................................  1
     1.4   Agreed Upon Procedure Letter ........................................  2
     1.5   Arbitration .........................................................  3
     1.6   Authorized Mortgage .................................................  3
     1.7   Award ...............................................................  3
     1.8   Bank Accounts .......................................................  3
     1.9   Base Management Fee .................................................  3
     1.10  Base Priority Amount ................................................  3
     1.11  Base Year ...........................................................  4
     1.12  Brand ...............................................................  4
     1.13  Brand Standards .....................................................  4
     1.14  Buildings ...........................................................  5
     1.15  Business Day ........................................................  5
     1.16  Canadian Consumer Price Index .......................................  5
     1.17  Canadian Hotel ......................................................  5
     1.18  Canadian Manager ....................................................  5
     1.19  Canadian Services ...................................................  5
     1.20  Capital Replacements ................................................  5
     1.21  Capital Replacements Budget .........................................  5
     1.22  Closing .............................................................  6
     1.23  Code ................................................................  6
     1.24  Collateral Agency Agreement .........................................  6
     1.25  Collateral Agent ....................................................  6
     1.26  Competitor ..........................................................  6
     1.27  Condemnation ........................................................  6
     1.28  Condemnor ...........................................................  6
     1.29  Consolidated Financials .............................................  6
     1.30  Consumer Price Index ................................................  7
     1.31  Crowne Plaza Hotels .................................................  7
     1.32  Debt Service Coverage Ratio .........................................  7
     1.33  Disbursement Rate ...................................................  7
     1.34  Effective Date ......................................................  7
     1.35  Environmental Notice ................................................  7
     1.36  Expiration Date .....................................................  7
     1.37  Fiscal Month ........................................................  7
     1.38  Fiscal Year .........................................................  7
     1.39  Furniture, Fixtures and Equipment or FF&E ...........................  7
     1.40  Government Agencies .................................................  8
     1.41  Gross Revenues ......................................................  8
     1.42  GST .................................................................  9
     1.43  Guarantor ...........................................................  9
</Table>

                                        i
<Page>

<Table>
     <S>                                                                         <C>
     1.44  Guaranty ............................................................  9
     1.45  Hazardous Substances ................................................  9
     1.46  Holiday Inn Hotels .................................................. 10
     1.47  Hotel ............................................................... 10
     1.48  HPT ................................................................. 10
     1.49  IHG ................................................................. 10
     1.50  Incentive Management Fee ............................................ 10
     1.51  Initial Term ........................................................ 10
     1.52  Initial Working Capital ............................................. 11
     1.53  Insurance Requirements .............................................. 11
     1.54  Intellectual Property ............................................... 11
     1.55  InterContinental Hotels ............................................. 11
     1.56  Interest Rate ....................................................... 11
     1.57  Lease ............................................................... 11
     1.58  Legal Requirements .................................................. 11
     1.59  Management Fees ..................................................... 11
     1.60  Manager ............................................................. 12
     1.61  Manager Default ..................................................... 12
     1.62  Manager Event of Default ............................................ 12
     1.63  Material Repair ..................................................... 12
     1.64  New Management Agreement ............................................ 12
     1.65  NOI ................................................................. 12
     1.66  Non-Economic Hotel .................................................. 12
     1.67  Offer ............................................................... 12
     1.68  Officer's Certificate ............................................... 13
     1.69  Operating Costs ..................................................... 13
     1.70  Operating Equipment ................................................. 15
     1.71  Operating Profit .................................................... 15
     1.72  Operating Standards ................................................. 15
     1.73  Operating Supplies .................................................. 15
     1.74  Other Documents ..................................................... 15
     1.75  Owner ............................................................... 15
     1.76  Owner's First Priority .............................................. 15
     1.77  Owner's First Priority Adjustment Rate .............................. 15
     1.78  Owner's Fixed Priority .............................................. 16
     1.79  Owner's Percentage Priority ......................................... 16
     1.80  Owner's Second Priority ............................................. 16
     1.81  Parent .............................................................. 16
     1.82  Person .............................................................. 16
     1.83  Pledged Hotels ...................................................... 16
     1.84  Pooled FF&E Hotels .................................................. 16
     1.85  PR Guaranty ......................................................... 16
     1.86  PR Indemnity ........................................................ 17
     1.87  PR Lease ............................................................ 17
     1.88  PR Property ......................................................... 17
     1.89  PR Tenant ........................................................... 17
     1.90  Principal Documents ................................................. 17
</Table>

                                       ii
<Page>

<Table>
<S>                                                                              <C>
     1.91  Priority Coverage Ratio ............................................. 17
     1.92  Purchase Agreement .................................................. 17
     1.93  Purchaser ........................................................... 18
     1.94  Renewal Terms ....................................................... 18
     1.95  Repairs ............................................................. 18
     1.96  Replacement Property ................................................ 18
     1.97  Reservation System .................................................. 18
     1.98  Reserve Account ..................................................... 18
     1.99  Reserve Percentage .................................................. 18
     1.100  Residual Distribution .............................................. 18
     1.101  Restricted Area .................................................... 18
     1.102  Restricted Period .................................................. 19
     1.103  Rooms Revenue ...................................................... 19
     1.104  RST ................................................................ 19
     1.105  Sales Tax .......................................................... 19
     1.106  Severance Date ..................................................... 19
     1.107  Sites .............................................................. 19
     1.108  Specially Designated or Blocked Person ............................. 19
     1.109  Staybridge Hotels .................................................. 19
     1.110  Subsidiary ......................................................... 19
     1.111  Substitute Tenant .................................................. 20
     1.112  Successor Purchaser ................................................ 20
     1.113  System Fees ........................................................ 20
     1.114  System Marks ....................................................... 20
     1.115  Term ............................................................... 20
     1.116  Transaction Documents .............................................. 20
     1.117  Transferred Hotel .................................................. 20
     1.118  Uniform System of Accounts ......................................... 20
     1.119  Ultimate Parent .................................................... 20
     1.120  Unsuitable for Its Permitted Use ................................... 20
     1.121  Working Capital .................................................... 21
     1.122  Yearly Budget ...................................................... 21

ARTICLE 2   SCOPE OF AGREEMENT.................................................. 21
     2.1   Engagement of Manager................................................ 21
     2.2   Additional Services.................................................. 24
     2.3   Use of Hotels........................................................ 24
     2.4   Right to Inspect..................................................... 24
     2.5   No Right of Offset................................................... 24
     2.6   Condition of the Hotels.............................................. 25
     2.7   Non-Economic Hotels.................................................. 25
     2.8   No Early Termination of Manager; Nature of
            Relationship etc  .................................................. 27

ARTICLE 3   TERM AND RENEWALS................................................... 28
     3.1   Term ................................................................ 28
     3.2   Renewal Term......................................................... 28
</Table>

                                       iii
<Page>

<Table>
<S>                                                                              <C>
     3.3   Owner's Termination Right at End of Term............................. 29

ARTICLE 4   TITLE TO HOTEL...................................................... 29
     4.1   Covenants of Title................................................... 29
     4.2   Non-Disturbance...................................................... 30
     4.3   Financing............................................................ 30
     4.4   Sale of a Hotel to an Affiliate...................................... 33
     4.5   Sale of All the Hotels............................................... 33
     4.6   The Lease............................................................ 33
     4.7   Restricted Sale...................................................... 33

ARTICLE 5   REQUIRED FUNDS...................................................... 34
     5.1   Working Capital...................................................... 34
     5.2   Reserve Account...................................................... 35
     5.3   Additional Requirements for Reserve.................................. 38
     5.4   Ownership of Replacements............................................ 38
     5.5   No Additional Contributions.......................................... 38
     5.6   Pooled Reserves...................................................... 38

ARTICLE 6   BRAND STANDARDS AND MANAGER'S CONTROL............................... 39
     6.1   Brand Standards...................................................... 39
     6.2   Manager's Control.................................................... 39
     6.3   Arbitration.......................................................... 39

ARTICLE 7   OPERATION OF THE HOTEL.............................................. 39
     7.1   Permits.............................................................. 40
     7.2   Equipment and Supplies............................................... 40
     7.3   Personnel............................................................ 40
     7.4   Sales, Marketing and Advertising..................................... 42
     7.5   Reservation and Communication Services............................... 43
     7.6   Maintenance and Repairs.............................................. 44
     7.7   Material Repairs..................................................... 44
     7.8   Liens; Credit........................................................ 45
     7.9   Real Estate and Personal Property Taxes.............................. 46
     7.10   GST and RST......................................................... 46
     7.11   Contest............................................................. 46
     7.12   Privacy............................................................. 47

ARTICLE 8   FISCAL MATTERS...................................................... 47
     8.1   Accounting Matters................................................... 47
     8.2   Yearly Budgets....................................................... 49
     8.3   Bank Accounts........................................................ 51
     8.4   Consolidated Financials.............................................. 51

ARTICLE 9   FEES TO MANAGER..................................................... 52
     9.1   Management Fees...................................................... 52
     9.2   System Fees.......................................................... 53
</Table>

                                       iv
<Page>

<Table>
<S>                                                                              <C>
ARTICLE 10  DISBURSEMENTS....................................................... 55
     10.1  Disbursement of Funds................................................ 55
     10.2  Residual Distribution................................................ 57
     10.3  Owner's First Priority............................................... 57
     10.4  Owner's Percentage Priority.......................................... 58
     10.5  Owner's Second Priority.............................................. 58
     10.6  No Interest.......................................................... 58
     10.7  Calculation of Interim Disbursements................................. 59
     10.8  Amounts Outstanding at End of Term................................... 59
     10.9  Allocation of Owner's Fixed Priority................................. 59
     10.10  Survival............................................................ 59

ARTICLE 11  CERTAIN OTHER SERVICES.............................................. 59
     11.1  Optional Services.................................................... 60
     11.2  Purchasing........................................................... 60

ARTICLE 12  SIGNS AND SERVICE MARKS............................................. 61
     12.1  Signs................................................................ 61
     12.2  System Marks......................................................... 61
     12.3  System Mark Litigation............................................... 61
     12.4  Other Intellectual Property Provisions............................... 62

ARTICLE 13  INSURANCE........................................................... 62
     13.1  Insurance Coverage................................................... 63
     13.2  Insurance Policies................................................... 64
     13.3  Insurance Certificates............................................... 65
     13.4  Insurance Proceeds................................................... 66
     13.5  Manager's Insurance Program.......................................... 66

ARTICLE 14  INDEMNIFICATION AND WAIVER OF SUBROGATION........................... 66
     14.1  Indemnification...................................................... 66
     14.2  Waiver of Subrogation................................................ 66
     14.3  Survival............................................................. 67

ARTICLE 15  DAMAGE TO AND DESTRUCTION OF THE HOTEL.............................. 67
     15.1  Termination.......................................................... 67
     15.2  Restoration.......................................................... 69

ARTICLE 16  CONDEMNATION........................................................ 70
     16.1  Total Condemnation................................................... 70
     16.2  Partial Condemnation................................................. 71
     16.3  Temporary Condemnation............................................... 71
     16.4  Effect of Condemnation............................................... 72

ARTICLE 17  DEFAULT AND TERMINATION............................................. 72
     17.1  Manager Events of Default............................................ 72
     17.2  Remedies for Manager Defaults........................................ 74
</Table>

                                        v
<Page>

<Table>
<S>                                                                              <C>
     17.3  Owner Events of Default and Remedies for Owner Defaults.............. 75
     17.4  Post Termination Obligations......................................... 75

ARTICLE 18  NOTICES ............................................................ 78
     18.1  Procedure............................................................ 78

ARTICLE 19  RELATIONSHIP, AUTHORITY AND FURTHER ACTIONS......................... 79
     19.1  Relationship......................................................... 80
     19.2  Further Actions...................................................... 80

ARTICLE 20  APPLICABLE LAW...................................................... 80

ARTICLE 21  SUCCESSORS AND ASSIGNS.............................................. 80
     21.1  Assignment........................................................... 80
     21.2  Binding Effect....................................................... 84

ARTICLE 22  RECORDING........................................................... 84
     22.1  Memorandum of Agreement.............................................. 84

ARTICLE 23  FORCE MAJEURE....................................................... 84
     23.1  Operation of Hotel................................................... 84
     23.2  Extension of Time.................................................... 84

ARTICLE 24  GENERAL PROVISIONS.................................................. 85
     24.1  Trade Area Restriction............................................... 85
     24.2  Environmental Matters................................................ 86
     24.3  Authorization........................................................ 87
     24.4  Severability......................................................... 87
     24.5  Merger............................................................... 88
     24.6  Formalities.......................................................... 88
     24.7  Consent to Jurisdiction; No Jury Trial............................... 88
     24.8  Performance on Business Days......................................... 89
     24.9  Attorneys' Fees...................................................... 89
     24.10  Section and Other Headings.......................................... 89
     24.11  Documents........................................................... 89
     24.12  No Consequential Damages............................................ 89
     24.13  No Political Contributions.......................................... 89
     24.14  REIT Qualification.................................................. 90
     24.15  Further Compliance with Section 856(d) of the Code.................. 90
     24.16  Adverse Regulatory Event............................................ 92
     24.17  Adverse Canadian Event.............................................. 93
     24.18  Commercial Leases................................................... 95
     24.19  Nonliability of Trustees............................................ 96
     24.20  Arbitration......................................................... 96
     24.21  Estoppel Certificates............................................... 98
     24.22  Confidentiality..................................................... 98
     24.23  Hotel Warranties.................................................... 99
</Table>

                                      vi
<Page>

<Table>
<S>                                                                             <C>
     24.24  Currency............................................................ 99
     24.25  Independent Covenants...............................................100
</Table>

                                      vii
<Page>

                              MANAGEMENT AGREEMENT

     MANAGEMENT AGREEMENT (this "AGREEMENT") is made and entered into as of
           , 2005, by and between HPT TRS IHG-2, INC., a Maryland corporation
("OWNER"), and IHG MANAGEMENT (MARYLAND) LLC, a Maryland limited liability
company ("MANAGER").

                               W I T N E S S E T H

     WHEREAS, pursuant to the Purchase Agreement (this and other capitalized
terms used and not otherwise defined herein having the meanings ascribed to such
terms in ARTICLE 1), on the Effective Date: (a) Purchaser is acquiring the
Hotels from Manager or its Affiliate(s); (b) Purchaser and Owner, its Affiliate,
are entering into the Lease; and (c) Owner and Manager are entering into this
Agreement; and

     WHEREAS, Owner wishes to engage Manager and Manager wishes to be engaged to
manage and operate the Hotels, subject to and upon the terms and conditions set
forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are herein acknowledged, Owner and Manager, intending to be
legally bound, hereby agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     Capitalized terms used in this Agreement and not otherwise defined herein
shall have the meanings set forth below, in the Section of this Agreement
referred to below, or in such other document or agreement referred to below:

     1.1    "8.1(c) STATEMENT" shall have the meaning given such term in
Section 8.1(c).

     1.2    "ACCOUNTING PRINCIPLES" shall mean generally accepted accounting
principles, as adopted in the United States of America, consistently applied.

     1.3    "AFFILIATE" shall mean, with respect to any Person, (a) in the case
of any such Person which is a partnership, any partner in such partnership; (b)
in the case of any such Person which is a limited liability company, any member
of such

<Page>

company; (c) any other Person which is a Parent, or Subsidiary or a Subsidiary
of a Parent with respect to such Person or to one or more of the persons
referred to in the preceding clauses (a) and (b); and (d) any other Person who
is an officer, director, trustee or employee of, or partner in, such Person or
any Person referred to in the preceding clauses (a), (b) and (c).

     1.4    "AGREED UPON PROCEDURE LETTER" shall mean a letter from Ernst &
Young or another firm of independent certified public accountants (the
"auditor") selected by Manager and approved by Owner (which approval shall not
be unreasonably withheld or delayed) which letter shall, subject to the
limitations and conditions imposed by the auditor, address the following
components and such other reasonable matters as Owner and the auditor shall
reasonably agree:

     (a)    That auditor has tested Manager's systems of internal controls.

     (b)    That auditor has verified that the information provided was
generated from the same reporting systems as Manager uses for its regular
periodic accounting and reporting.

     (c)    That auditor has verified the mathematical accuracy of the 8.1(c)
Statement.

     (d)    That auditor has recomputed the annual calculation of Management
Fees, System Fees, contributions to the Reserve Account, expenditures from the
Reserve Account, Owner's Percentage Priority and the Residual Distribution.

     (e)    That auditor has confirmed that the Hotels are subjected to audit
procedures by Manager's internal audit department, if any, and reviewed work
papers provided in connection therewith. If auditor has performed hotel level
audit procedures at any Hotel, auditor shall identify those Hotels and list the
procedures performed and results obtained. In any event at least three (3) of
the Pooled FF&E Hotels shall be subjected to audit procedures each Fiscal Year
by either internal audit or the auditor.

     (f)    "ANAHEIM CONDEMNATION" shall mean any Condemnation pursuant to, or
in connection with, the Future Street Dedication in accordance with the City of
Anaheim Master Plan of Streets (as the same may be amended, altered or replaced
from time to time) referred to on the survey entitled "ALTA/ACSM Land Title
Survey prepared for InterContinental Hotels Group," prepared by

                                        2
<Page>

Millman Surveying, Inc., dated August 16, 2004, last revised January 27, 2005.

     1.5    "ARBITRATION" shall mean an arbitration conducted in accordance with
the terms of SECTION 24.20.

     1.6    "AUTHORIZED MORTGAGE" shall mean (a) any first mortgage, charge,
debenture, first deed-of-trust or first deed to secure debt, and other related
security documents granted in connection therewith, now or hereafter granted by
Purchaser to secure a loan to, or other debt of, Purchaser or its Affiliates
which is made by an institutional lender, investment bank, publicly traded
investment fund or other similar Person regularly making loans secured by
hotels, or incurred in connection with the issuance of a mortgage backed
security, which loan or debt provides for (i) level payments of interest and
principal and (ii) amortization and other terms which are commercially
reasonable and/or (b) the deed of trust granted by Purchaser to its Affiliate in
connection with Purchaser's acquisition of the hotel in Tennessee.

     1.7    "AWARD" shall have the meaning given such term in the Lease.

     1.8    "BANK ACCOUNTS" shall mean one or more bank accounts established for
the operation of the Hotels in Owner's name at a bank selected by Manager and
approved by Owner.

     1.9    "BASE MANAGEMENT FEE" shall mean three percent (3%) of the aggregate
Gross Revenues at the Hotels in each Fiscal Year during the Term.

     1.10   "BASE PRIORITY AMOUNT" shall initially mean the following annual
amounts with respect to the corresponding periods:

<Table>
<Caption>
                  Period                              Annual Amount
                  ------                              -------------
<S>                                                    <C>
Effective Date - December 31, 2005                     $__________(1)

Thereafter                                             $__________
</Table>

----------
     (1)    In connection with the closing of the Purchase Agreement, Owner and
Manager shall complete all of the blanks and confirm all of the amounts in the
definition of Base Priority Amount. Such blanks and amounts will be
completed/confirmed with the understanding that the Base Priority Amount for
2005 will equal $4,420,000, plus the sum of the amounts set forth for each Hotel
as its Raw Base Priority Amount for 2005 on Annex 1 hereto. The Base Priority
Amount after 2005 shall equal $4,696,250, plus the sum of the amounts set forth
for each Hotel as its Raw Base Priority Amount after 2005 on Annex 1, which page
is not intended to be a part of the Management Agreement to be entered into at
closing.

                                        3
<Page>

Provided that Purchaser performs its obligations under Section 3.2(b) of the
Purchase Agreement, the Base Priority Amount shall be increased by $850,000 per
annum on each of January 1, 2006 and January 1, 2007 and by $425,000 per annum
on January 1, 2008.

     1.11   "BASE YEAR" shall mean the 2006 Fiscal Year; PROVIDED, HOWEVER, if
there shall occur a casualty, condemnation or other force majeure event with
respect to a Hotel which causes a material decline in Gross Revenues for such
Hotel or a force majeure event as described in SECTION 23.1 in Canada, the
United States or Caribbean Region or in any relevant market that results in a
ten percent (10%) annual decline in REVPAR for the Upscale segment with respect
to the Staybridge Hotels, the Luxury segment with respect to the
InterContinental Hotels, the Upscale segment with respect to Crowne Plaza Hotels
and Mid-Scale with F and B segment with respect to the Holiday Inn Hotels, or
other appropriate segment, as determined by Smith Travel Research, in Canada,
the United States or Caribbean Region or in the relevant market, which, in
either case, causes a material decline in Gross Revenues for such Hotel for the
2006 Fiscal Year, the Base Year for such Hotel shall be adjusted to be the first
full Fiscal Year of operation of such Hotel after the resolution of any such
casualty, condemnation or force majeure event and the return of such Hotel to
its substantially normal status.

     1.12   "BRAND" shall mean: with respect to the Staybridge Hotels, the
Staybridge Suites hotel service marks; with respect to the InterContinental
Hotels, the InterContinental hotel service marks; with respect to the Crowne
Plaza Hotels, the Crowne Plaza hotel service marks; and with respect to the
Holiday Inn Hotels, the Holiday Inn hotel service marks, excluding any separate
Holiday Inn Express service marks; together with, in each instance, the
applicable Brand Standards, and all of the attributes and features customarily
associated with, as applicable, Staybridge Suites hotels, InterContinental
hotels, Crowne Plaza hotels and the Holiday Inn hotels in North America from
time to time.

     1.13   "BRAND STANDARDS" shall mean the standards of operation, as amended
from time to time, in effect at substantially all hotels which are operated
under, as applicable, the Staybridge Suites, InterContinental, Crowne Plaza or
Holiday Inn name as may be specified in manuals and

                                        4
<Page>

other guidelines provided by the owner of the System Marks or its Affiliates.

     1.14   "BUILDINGS" shall mean, collectively, all buildings, structures and
improvements now or hereafter located on the Sites, and all fixtures and
equipment attached to, forming a part of and necessary for the operation of such
buildings, structures and improvements as a hotel (including, without
limitation, heating, lighting, sanitary, air-conditioning, laundry,
refrigeration, kitchen, elevator and similar items) having guest sleeping rooms,
each with bath, and such (i) restaurants, bars, banquet, meeting and other
public areas; (ii) commercial space, including concessions and shops; (iii)
parking facilities and areas; (iv) storage and service areas; (v) recreational
facilities and areas; (vi) permanently affixed signage; (vii) public grounds and
gardens; and (viii) other facilities and appurtenances, as may hereafter be
attached to and form a part of such building, structures and improvements in
accordance with this Agreement.

     1.15   "BUSINESS DAY" shall mean any day other than Saturday, Sunday, or
any other day on which banking institutions in The Commonwealth of Massachusetts
are authorized by law or executive action to close.

     1.16   "CANADIAN CONSUMER PRICE INDEX" shall mean the Consumer Price Index
(All Items for Ontario, base year 1992-=100) published by Statistics Canada or
if such index is no longer published, such other index as is published in
substitution therefor.

     1.17   "CANADIAN HOTEL" shall mean a Hotel located in Canada.

     1.18   "CANADIAN MANAGER" shall have the meaning given such term in SECTION
21.1(b).

     1.19   "CANADIAN SERVICES" shall have the meaning given such term in
SECTION 21.1(b).

     1.20   "CAPITAL REPLACEMENTS" shall mean, collectively, replacements and
renewals to the FF&E and Repairs which are normally capitalized under the
Accounting Principles.

     1.21   "CAPITAL REPLACEMENTS BUDGET" shall mean the annual budget for
Capital Replacements at the Hotels, covering a Fiscal Year, as prepared by
Manager and approved by Owner as part of a Yearly Budget. References to Yearly
Budget shall be deemed to

                                        5
<Page>

incorporate the Capital Replacements Budget unless specifically excluded.

     1.22   "CLOSING" shall mean the Closing under the Purchase Agreement.

     1.23   "CODE" shall mean the United States Internal Revenue Code of 1986
and the Treasury Regulations promulgated thereunder, each as from time to time
amended, and any reference to any statutory or regulatory provision shall be
deemed to be a reference to any successor statutory or regulatory provision.

     1.24   "COLLATERAL AGENCY AGREEMENT" shall have the meaning given such term
in the Guaranty.

     1.25   "COLLATERAL AGENT" shall have the meaning given such term in the
Guaranty.

     1.26   "COMPETITOR" shall mean any Person (other than Manager and its
Affiliates) which owns directly or through an Affiliate a hotel brand, trade
name, system, or chain having at least fifteen (15) hotels (excluding a mere
franchisee or mere passive investor).

     1.27   "CONDEMNATION" shall have the meaning given such term in the Lease.

     1.28   "CONDEMNOR" shall have the meaning given such term in the Lease.

     1.29   "CONSOLIDATED FINANCIALS" shall mean for any fiscal year or any
interim period of any Person, annual or interim financial statements of such
Person prepared on a consolidated basis, including such Person's consolidated
balance sheet and the related statements of income and cash flows, all in
reasonable detail, and setting forth in comparative form the corresponding
figures for the corresponding period in the preceding fiscal year of such
Person, and prepared in accordance with the Accounting Principles throughout the
periods reflected or if such Person's principal place of business is the United
Kingdom, in accordance with generally accepted accounting principles, as adopted
in the United Kingdom, consistently applied throughout the periods reflected
provided that any such financial statement which is audited shall contain a
reconciliation of any differences between such accounting principles and
Accounting Principles.

                                        6
<Page>

     1.30   "CONSUMER PRICE INDEX" shall mean the Consumer Price Index for all
Urban Consumers, U.S. City Average, published by the United States Bureau of
Labor Statistics or if such index is no longer published, such other index as is
published in substitution therefor.

     1.31   "CROWNE PLAZA HOTELS" shall mean the Hotels that are operated as of
the date hereof as Crowne Plaza hotels.

     1.32   "DEBT SERVICE COVERAGE RATIO" shall mean, with respect to any loan
or other debt secured by an Authorized Mortgage, the quotient obtained by
dividing (a) the NOI of the properties securing such loan or other debt for the
twelve (12) months ending on the date on which such Authorized Mortgage is
granted by (b) regularly scheduled interest and principal payments projected to
be paid thereunder during the first (1st) twelve (12) months after the first day
of the month next after such date.

     1.33   "DISBURSEMENT RATE" shall mean a per annum rate equal to the greater
of (i) the sum of the per annum rate for fifteen (15) year U.S. Treasury
Obligations as published in THE WALL STREET JOURNAL, plus four hundred thirty
(430) basis points and (ii) nine and five-tenths percent (9.5%).

     1.34   "EFFECTIVE DATE" shall mean the date of this Agreement.

     1.35   "ENVIRONMENTAL NOTICE" shall have the meaning given such term in
SECTION 24.2(a).

     1.36   "EXPIRATION DATE" shall mean the date on which the Term shall
expire.

     1.37   "FISCAL MONTH" shall mean each calendar month in the Term or each
partial calendar month in the Term.

     1.38   "FISCAL YEAR" shall mean each calendar year in the Term and each
partial calendar year in the Term.

     1.39   "FURNITURE, FIXTURES AND EQUIPMENT" or "FF&E" shall mean,
collectively, all furniture, furnishings and equipment (except Operating
Equipment and real property fixtures included in the definition of Buildings)
now or hereafter located and installed in or about the Hotels which are used in
the operation thereof as hotels in accordance with the standards set forth in
this Agreement, including, without limitation (i) office furnishings and
equipment; (ii) specialized hotel equipment

                                        7
<Page>

necessary for the operation of any portion of the Building as a Staybridge
Suites, InterContinental, Crowne Plaza or Holiday Inn, as applicable, hotel,
including equipment for kitchens, laundries, dry cleaning facilities, bars,
restaurants, public rooms, commercial space, parking areas, and recreational
facilities; and (iii) all other furnishings and equipment hereafter located and
installed in or about the Buildings which are used in the operation of the
Buildings as hotels in accordance with the standards set forth in this
Agreement.

     1.40   "GOVERNMENT AGENCIES" shall mean any court, agency, authority, board
(including, without limitation, environmental protection, planning and zoning),
bureau, commission, department, ministry, regulatory body, office or
instrumentality of any nature whatsoever of any governmental or
quasi-governmental unit of the United States or Canada or any state, province,
county, municipality or any political subdivision of any of the foregoing,
whether now or hereafter in existence, having jurisdiction over Owner, any of
the Sites or any of the Hotels.

     1.41   "GROSS REVENUES" shall mean for any period with respect to each
Hotel, all revenues and income of any nature derived directly or indirectly from
such Hotel or from the use or operation thereof including, without limitation:
room sales; food and beverage sales (regardless of whether Owner, Manager or any
of their Affiliates own the items being sold); telephone, telegraph, fax and
internet revenues; rental or other payments from lessees, subleases,
concessionaires and others occupying or using space or rendering services at
such Hotel (but not the gross receipts of such lessees, subleases or
concessionaires); and the actual cash proceeds of business interruption, use,
occupancy or similar insurance; PROVIDED, HOWEVER, that Gross Revenues shall not
include the following (and there shall be appropriate deductions made in
determining Gross Revenues for): gratuities or service charges in the nature of
a gratuity added to a customer's bill; Sales Tax or any other taxes collected
directly from patrons or guests or included as part of the sales price of any
goods or services sold to patrons or guests; any refunds of GST or any similar
value added tax that is refundable; interest received or accrued with respect to
the funds in the Reserve Account or (other than for purposes of calculating the
Incentive Management Fee and the Residual Distribution) the other operating
accounts of the Hotels; any refunds, rebates, discounts and credits of a similar
nature, given, paid or returned in the course of obtaining Gross Revenues or
components thereof; insurance proceeds (other than

                                        8
<Page>

proceeds from business interruption or other loss of income insurance);
condemnation proceeds (other than for a temporary taking); credits or refunds
made to customers, guests or patrons; sums and credits received by Owner for
lost or damaged merchandise; proceeds from the sale or other disposition of a
Hotel, any part thereof, of FF&E or any other assets of the Hotels; or proceeds
of any financing or re-financing; the Initial Working Capital and any other
matters specifically excluded from Gross Revenues pursuant to this Agreement.

     1.42   "GST" shall mean goods and services taxes imposed pursuant to Part
IX of the EXCISE TAX ACT (Canada) and any other similar value added tax that is
refundable.

     1.43   "GUARANTOR" shall mean the Guarantor under the Guaranty.

     1.44   "GUARANTY" shall mean that certain Amended and Restated Consolidated
Guaranty Agreement of even date herewith made by IHG for the benefit of, INTER
ALIA, Owner, as the same may be amended, supplemented or replaced from time to
time, but specifically excluding any New Guaranty given pursuant to the Guaranty
as the same may be amended, supplemented or replaced from time to time.

     1.45   "HAZARDOUS SUBSTANCES" shall mean any substance:

     (a)    the presence of which requires or may hereafter require
notification, investigation or remediation under any Legal Requirement; or

     (b)    which is or becomes defined as a "hazardous waste," "hazardous
material" or "hazardous substance" or "pollutant" or "contaminant" under any
present or future Legal Requirement including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
Section 9601 ET SEQ.) and the Resource Conservation and Recovery Act (42 U.S.C.
Section 6901 ET SEQ.) and the regulations promulgated thereunder; or

     (c)    which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes
regulated by any Government Agency; or

     (d)    the presence of which at a Hotel causes or materially threatens to
cause an unlawful nuisance upon such Hotel or to

                                        9
<Page>

adjacent properties or poses or materially threatens to pose a hazard to such
Hotel or to the health or safety of persons; or

     (e)    without limitation, which contains gasoline, diesel fuel or other
petroleum hydrocarbons or volatile organic compounds; or

     (f)    without limitation, which contains polychlorinated biphenyls (PCBs)
or asbestos or urea formaldehyde foam insulation; or

     (g)    without limitation, which contains or emits radioactive particles,
waves or material; or

     (h)    without limitation, which constitutes materials that are now or may
hereafter be subject to regulation pursuant to the Medical Waste Tracking Act of
1988, or any requirement promulgated by any Government Agencies.

     1.46   "HOLIDAY INN HOTELS" shall mean the Hotels that are operated as of
the date hereof as Holiday Inn hotels.

     1.47   "HOTEL" shall mean each Hotel located at a Site including all of the
Owner's interest in such Site, the Building there, the Furniture, Fixtures and
Equipment there, the Operating Equipment there and the Operating Supplies there;
PROVIDED, HOWEVER, upon the termination of the Agreement with respect to less
than all of the Hotels, pursuant to the terms hereof or otherwise, the term
"Hotel" shall, with respect to the obligation of the parties thereafter
accruing, only refer to a Hotel with respect to which this Agreement is in full
force and effect.

     1.48   "HPT" shall mean Hospitality Properties Trust, a Maryland real
estate investment trust, together with its successors and permitted assigns.

     1.49   "IHG" shall mean InterContinental Hotels Group PLC, its successors
and assigns.

     1.50   "INCENTIVE MANAGEMENT FEE" shall mean for any Fiscal Year, fifty
percent (50%) of the excess, if any, of (i) Gross Revenues from all of the
Hotels over (ii) the applications thereof made pursuant to SECTIONS 10.1(a)
through and including 10.1(q).

     1.51   "INITIAL TERM" shall mean the period commencing on the Effective
Date and ending on December 31, 2029.

                                       10
<Page>

     1.52   "INITIAL WORKING CAPITAL" shall have the meaning given to such term
in SECTION 5.1.

     1.53   "INSURANCE REQUIREMENTS" shall mean all terms of any insurance
policy required by this Agreement and all requirements of the issuer of any such
policy and all orders, rules and regulations and any other requirements of the
National Board of Fire Underwriters (or any other body exercising similar
functions) binding upon the Hotels.

     1.54   "INTELLECTUAL PROPERTY" shall have the meaning given to such term in
SECTION 12.4.

     1.55   "INTERCONTINENTAL HOTELS" shall mean the Hotels that are operated as
of the date hereof as InterContinental hotels.

     1.56   "INTEREST RATE" shall mean a rate, not to exceed the maximum legal
interest rate, equal to the greater of (i) twelve percent (12%) per annum and
(ii) two percent (2%) per annum in excess of the Disbursement Rate determined as
of the first day that interest accrues on any amount to which such Interest Rate
is to be applied.

     1.57   "LEASE" shall mean, collectively, the one or more Lease Agreements
pursuant to which Owner leases the Hotels from Purchaser or certain of its
Affiliates as in effect on the date hereof, as the same may be amended from time
to time in accordance with the terms of this Agreement.

     1.58   "LEGAL REQUIREMENTS" shall mean all federal (United States and
Canada), state, provincial, county, municipal, local and other governmental
statutes, laws, rules, orders, regulations, by-laws, ordinances, judgments,
decrees, injunctions and requirements affecting Owner (excluding any
requirements which affect Owner's status as a real estate investment trust),
Purchaser, Manager, a Hotel or the maintenance, construction, alteration,
management or operation thereof, whether now or hereafter enacted or in
existence, including, without limitation, (a) all permits, licenses,
authorizations, certificates and regulations necessary to operate a Hotel, (b)
all covenants, agreements, ground leases, restrictions and encumbrances, (c) the
outcome of any Arbitration and (d) any collective bargaining agreement or other
agreement or legal requirement pertaining to any union representing employees of
a Hotel.

     1.59   "MANAGEMENT FEES" shall mean, collectively, the Base Management Fee
and the Incentive Management Fee.

                                       11
<Page>

     1.60   "MANAGER" shall have the meaning given such term in the preamble to
this Agreement.

     1.61   "MANAGER DEFAULT" shall mean a Manager Event of Default or any other
circumstances which with the giving of notice, the passage of time or both would
constitute a Manager Event of Default or otherwise entitle Owner to terminate
this Agreement in its entirety pursuant to the terms hereof.

     1.62   "MANAGER EVENT OF DEFAULT" shall have the meaning given such term in
SECTION 17.1.

     1.63   "MATERIAL REPAIR" shall mean a Repair the cost of which exceeds
$250,000; PROVIDED, HOWEVER, on January 1 of each year starting in 2006 said
$250,000 shall be adjusted to reflect the percentage change in the Consumer
Price Index since the prior January 1.

     1.64   "NEW MANAGEMENT AGREEMENT" shall have the meaning given to such term
in SECTION 24.17.

     1.65   "NOI" shall mean, with respect to any property, for any period, the
Gross Operating Profit (as defined in the Uniform System of Accounts) of such
property for such period net of, for such period and such property, real and
personal property taxes and casualty and liability insurance premiums, an
imputed reserve for capital replacements equal to five percent (5%) of gross
revenues and an imputed management fee equal to three percent (3%) of gross
revenues. To the extent that any amount (or portion thereof) used to calculate
NOI is denominated in any currency other than United States Dollars, the same
shall be converted to United States dollars using a reasonable method consistent
with the Accounting Principles then employed by Manager and its Affiliates when
accounting for foreign currencies.

     1.66   "NON-ECONOMIC HOTEL" shall mean any Hotel which has been designated
a Non-Economic Hotel pursuant to the terms hereof (so long as such designation
has not been deemed withdrawn pursuant to the terms of SECTION 2.7(a)).

     1.67   "OFFER" shall mean a bona fide arm's-length binding unconditional
offer to purchase a Non-Economic Hotel free and clear of any rights of Manager
hereunder made by an unrelated third party having the financial capacity to
implement the terms of such offer which provides for an all cash purchase price
acceptable to Manager and is otherwise on customary terms.

                                       12
<Page>

     1.68   "OFFICER'S CERTIFICATE" shall mean as to any Person, a certificate
of the chief executive officer, chief financial officer or chief accounting
officer of such Person, duly authorized, accompanying the financial statements
required to be delivered by such Person pursuant to SECTIONS 8.1, 8.4 or 17.4 or
otherwise pursuant to the PR Guaranty, in which such officer shall certify to
such officer's best knowledge (a) that such statements have been properly
prepared in accordance with the Accounting Principles, (b) in the event that the
certifying party is an officer of IHG or another Guarantor, that such statements
are true, correct and complete in all material respects and fairly present the
consolidated financial condition of such Person at and as of the dates thereof
and the results of its and their operations for the periods covered thereby and
that there is no default on the part of the Guarantor under the Guaranty, and
(c) in the event that the certifying party is an officer of Manager and the
certificate is being given in such capacity, that such statements fairly present
the financial operation of the Hotels.

     1.69   "OPERATING COSTS" shall mean, collectively, all costs and expenses
of the Hotels (regardless of whether the same are incurred by Owner, Purchaser
or Manager) that are normally charged as an operating expense under Accounting
Principles, including, without limitation:

            (i)    the cost of Operating Supplies, wages, salaries and employee
     fringe benefits, advertising and promotional expenses, the cost of
     personnel training programs, utility and energy costs, operating licenses
     and permits, maintenance costs, and equipment rentals;

            (ii)   all expenditures made for maintenance and repairs to keep the
     Hotel in good condition and repair (other than Capital Replacements);

            (iii)  premiums for insurance required hereunder;

            (iv)   the System Fees;

            (v)    real estate and personal property taxes and expenses except
     to the extent expressly specified otherwise herein;

            (vi)   audit, legal and accounting fees and expenses except to the
     extent expressly specified otherwise herein;

                                       13
<Page>

            (vii)  rent or lease payments under ground leases or for equipment
     used at the Hotels in the operation thereof; and

            (viii) Sales Taxes (except as provided below) payable on or in
     respect of Operating Costs (including those Operating Costs which are
     reimbursed hereunder).

Notwithstanding anything contained herein to the contrary, Operating Costs shall
exclude: (a) the Base Management Fee and the Incentive Management Fee; (b) items
expressly excluded from Operating Costs pursuant to the terms hereof; (c) items
for which Manager or its Affiliates are to indemnify Purchaser or Owner; (d)
items for which Owner or its Affiliates are to indemnify Manager; (e) items for
which Manager or its Affiliates has agreed under the Transaction Documents to be
liable at its own cost and expense; (f) amounts payable to Owner or its
Affiliates under the Purchase Agreement or the Transaction Documents or for
periods not included in the Term; (g) any reimbursement of advances made by
Manager or Owner; (h) the cost of Capital Replacements; (i) the Minimum Rent and
the Additional Rent under the Lease; (j) debt service on any loan or other debt
secured by an Authorized Mortgage or other financing obtained by Purchaser,
Owner or Manager other than equipment financing permitted hereunder; (k) except
as provided in SECTIONS 2.2, 6.1 or 11.1, the cost of providing any services by
the Manager or its Affiliates using their own personnel to the Hotels which are
not performed at the Hotels; (l) any cost incurred in connection with the sale
of the Hotels from Manager or its Affiliates to Owner or its Affiliates
including, without limitation, any expense incurred in connection with
performing obligations under the Purchase Agreement or any agreement,
instrument, indemnity or undertaking executed and delivered by IHG or any of its
Affiliates in connection with the Closing; (m) gratuities or service charges in
the nature of a gratuity added to a customer's bill, Sales Tax or any other
taxes collected directly from patrons or guests or included as part of the sales
price of any goods or services sold to patrons or guests, provided Manager shall
apply any amounts collected on account of such excluded items to the obligations
to which they pertain; (n) costs and expenses relating to transfers of any Hotel
by Purchaser pursuant to SECTIONS 4.4 or 4.5; (o) costs and expenses incurred by
Owner in connection with providing asset management services and related
undertakings pursuant to SECTION 2.8(b); and (p) GST payable on or in respect of
Operating Costs (including those Operating Costs which are reimbursed hereunder)
and/or on or in respect of any amounts payable to Manager or the

                                       14
<Page>

Canadian Manager hereunder, including but not limited to, the Base Management
Fee and the Incentive Management Fee.

     1.70   "OPERATING EQUIPMENT" shall have the meaning given to the term
"Property and Equipment" under the Uniform System of Accounts.

     1.71   "OPERATING PROFIT" shall mean: with respect to any Hotel, for any
period, the excess, if any, of Gross Revenues for such Hotel for such period
over Operating Costs for such Hotel for such period; and with respect to all of
the Hotels (or a group of Hotels), for any period, the excess, if any, of Gross
Revenues for all of the Hotels (or such group of Hotels) for such period over
Operating Costs for all of the Hotels (or such group of Hotels) for such period.

     1.72   "OPERATING STANDARDS" shall have the meaning given such term in
SECTION 2.1.

     1.73   "OPERATING SUPPLIES" shall have the meaning given to the term
"Inventories" under the Uniform System of Accounts.

     1.74   "OTHER DOCUMENTS" shall mean, collectively, the Purchase Agreement,
the PR Stock Agreement and any other agreement, instrument, indemnity or
undertaking executed and delivered by IHG or any of its Affiliates in connection
with the Closing or the closing under the PR Stock Agreement or any other
Transaction Document.

     1.75   "OWNER" shall have the meaning given such term in the preamble to
this Agreement and shall include its successors and assigns.

     1.76   "OWNER'S FIRST PRIORITY" shall mean an annual amount equal to the
sum of (a) the Base Priority Amount plus, (b) effective on the date of each
disbursement by Purchaser or Owner pursuant to SECTIONS 5.2(c)(iv) or 15.2 (in
excess of net insurance proceeds or the Award), an amount equal to the amount so
disbursed multiplied by the Owner's First Priority Adjustment Rate (determined
as of the dates on which such sums are advanced). Owner's First Priority shall
be subject to further adjustment as provided in SECTIONS 2.7, 15.1(c) and
24.17(b).

     1.77   "OWNER'S FIRST PRIORITY ADJUSTMENT RATE" shall mean a per annum rate
equal to the greater of (x) eight and five-tenths (8.5%) percent and (y) the sum
of the rate for fifteen (15) year U.S. Treasury Obligations, as published in the
WALL STREET JOURNAL, plus three hundred thirty (330) basis points.

                                       15
<Page>

     1.78   "OWNER'S FIXED PRIORITY" shall mean Owner's First Priority and
Owner's Second Priority, collectively.

     1.79   "OWNER'S PERCENTAGE PRIORITY" shall mean, for each Fiscal Year after
the 2006 Fiscal Year for each Hotel, an amount equal to seven and one-half
percent (7.5%) of the excess, if any, of Gross Revenues of such Hotel for such
Fiscal Year over the Gross Revenues for such Hotel for its Base Year.

     1.80   "OWNER'S SECOND PRIORITY" shall mean an annual amount equal to the
sum of (a) ________________________________ Dollars ($__________), plus (b)
effective on the date of each disbursement by Purchaser or Owner pursuant to
SECTIONS 5.2(c)(ii) hereof, an amount equal to the amount so disbursed
multiplied by the applicable Disbursement Rate (determined as of the dates on
which such sums are advanced). Owner's Second Priority shall be subject to
further adjustment as provided in SECTIONS 2.7, 15.1(c) and 24.17(b).(2)

     1.81   "PARENT" shall mean with respect to any Person, any Person who owns
directly, or indirectly through one or more Subsidiaries or Affiliates, greater
than fifty percent (50%) of the voting or beneficial interest in, or otherwise
has the right or power (whether by contract, through ownership of securities or
otherwise) to control, such Person.

     1.82   "PERSON" shall mean any individual or entity, and the heirs,
executors, administrators, legal representatives, successors and assigns of such
individual or entity where the context so admits.

     1.83   "PLEDGED HOTELS" shall mean, with respect to any loan or other debt
secured by an Authorized Mortgage, collectively, the Hotels which secure such
loan or other debt.

     1.84   "POOLED FF&E HOTELS" shall mean the Hotels and, after the closing
under the PR Stock Agreement and subject to the limitations on transfer set
forth in the PR Lease, so long as the PR Property is owned by an Affiliate of
Purchaser, the PR Property.

     1.85   "PR GUARANTY" shall have the meaning given to such term in the
Guaranty.

----------
     (2)    In connection with the closing of the Purchase Agreement, Owner and
Manager shall complete all of the blanks in the definition of Owner's Second
Priority. Such blanks will be completed with the understanding that the Owner's
Second Priority will equal the sum of the amounts set forth as the Raw Second
Priority Amount for each of the Hotels on Annex 1.

                                       16
<Page>

     1.86   "PR INDEMNITY" shall mean that certain Indemnity Agreement to be
executed and delivered by the Guarantor pursuant to the PR Stock Agreement at
the closing thereunder.

     1.87   "PR LEASE" shall mean that certain lease to be entered into pursuant
to the PR Stock Agreement between the owner of the PR Property, on the one hand,
and Manager's Affiliate, on the other hand, with respect to the InterContinental
Hotel in San Juan, Puerto Rico, as the same may be amended from time to time.

     1.88   "PR PROPERTY" shall have the meaning ascribed to the term "Property"
in the PR Lease.

     1.89   "PR STOCK AGREEMENT" shall mean that certain Amended and Restated
Stock Purchase Agreement pursuant to which an Affiliate of Manager sold or will
sell the stock of the owner of the PR Property to an Affiliate of Owner, as the
same may be amended from time to time.

     1.90   "PR TENANT" shall mean the tenant under the PR Lease.

     1.91   "PRINCIPAL DOCUMENTS" shall mean, collectively, this Agreement, the
PR Lease, the Guaranty, the PR Guaranty, the PR Indemnity and the Collateral
Agency Agreement.

     1.92   "PRIORITY COVERAGE RATIO" shall mean for any period, for any Hotel
or group of Hotels, the quotient of (a) the excess of Operating Profit for such
Hotel or group of Hotels over an implied reserve for capital replacements equal
to five percent (5%) of Gross Revenues for such Hotel or group of Hotels (as
applicable) divided by (b) the sum of the Owner's First Priority allocated
pursuant to SECTION 10.9 to such Hotel or group of Hotels (as applicable) for
such period. To the extent that any amount (or portion thereof) used to
calculate the Priority Coverage Ratio is denominated in any currency other than
United States Dollars, the same shall be converted to United States Dollars
using a reasonable method consistent with the Accounting Principles used by
Manager and its Affiliates to account for foreign currencies.

     1.93   "PURCHASE AGREEMENT" shall mean, collectively, one or more purchase
agreements between Owner or its Affiliate(s) and Manager or its Affiliate(s)
pursuant to which Purchaser has on the Effective Date acquired the Hotels from
Manager or its Affiliate(s), as the same may be amended from time to time.

                                       17
<Page>

     1.94   "PURCHASER" shall mean, collectively, the landlords under the Lease.

     1.95   "RENEWAL TERMS" shall mean any extension of the Term of this
Agreement, commencing upon the expiration of the Initial Term or any extensions
thereto, as provided in ARTICLE 3.

     1.96   "REPAIRS" shall have the meaning given such term in SECTION 7.6.

     1.97   "REPLACEMENT PROPERTY" shall mean a hotel mutually acceptable to the
parties acquired by Purchaser in substitution for a Hotel with respect to which
this Agreement was terminated pursuant to SECTION 16.1.

     1.98   "RESERVATION SYSTEM" shall mean a computerized network of high speed
terrestrial and satellite-linked hardware and data lines connecting hotels,
central reservation centers, data processing centers and travel agencies which
provides reservation services to the Staybridge Suites, InterContinental, Crowne
Plaza or Holiday Inn, as applicable, hotels in North America.

     1.99   "RESERVE ACCOUNT" shall mean an interest-bearing United States
dollar account established for funds to be held in reserve for Capital
Replacements in Purchaser's name at a bank selected by Purchaser.

     1.100  "RESERVE PERCENTAGE" shall mean the following percentages for the
corresponding periods:

<Table>
<Caption>
               Year                        Rate
               ----                        ----
               <S>                         <C>
               2005                          0%
               2006                          0%
               2007                        3.0%
               2008                        3.5%
               2009                        4.0%
               2010                        4.5%
               Thereafter                  5.0%
</Table>

     1.101  "RESIDUAL DISTRIBUTION" shall mean amounts to be distributed to
Owner pursuant to SECTION 10.2.

     1.102  "RESTRICTED AREA" shall mean, for any Hotel, the area around such
Hotel depicted on EXHIBIT D.

                                       18
<Page>

     1.103  "RESTRICTED PERIOD" shall mean: for each Staybridge Hotel and
Holiday Inn Hotel, the period ending on the third (3rd) anniversary of the
Effective Date; and for each InterContinental Hotel and Crowne Plaza Hotel, the
period ending on the fifth (5th) anniversary of the Effective Date.

     1.104  "ROOMS REVENUE" shall mean all revenue derived from the rental of
guest rooms in a Hotel in whatever currency collected determined in accordance
with the Accounting Principles.

     1.105  "RST" shall mean retail sales taxes imposed pursuant to the RETAIL
SALES TAX ACT (Ontario).

     1.106  "SALES TAX" shall mean all federal (U.S. and Canada), state,
provincial, municipal or local sales, use, excise, GST, value added, retail
sales, gross receipts and occupancy taxes, duties, levies, charges or similar
governmental charges, whether imposed now or in the future.

     1.107  "SEVERANCE DATE" shall have the meaning given to such term in the
Guaranty.

     1.108  "SITES" shall mean the parcels of real estate more particularly
described on EXHIBIT A.

     1.109  "SPECIALLY DESIGNATED OR BLOCKED PERSON" shall mean (i) a Person
designated by the U.S. Department of Treasury's Office of Foreign Assets Control
from time to time as a "specially designated national or blocked person" or
similar status, (ii) a Person described in Section 1 of the U.S. Executive Order
13224, issued September 23, 2001, or (iii) a person or entity otherwise
identified by Government Agencies as a person or entity with which either Party
is prohibited from transacting business. As of the Effective Date, a list of
such designations and the text of the Executive Order are published at:
www.ustreas.gov/offices/enforcement/ofac.

     1.110  "STAYBRIDGE HOTELS" shall mean the Hotels that are operated as of
the date hereof as Staybridge Suites hotels.

     1.111  "SUBSIDIARY" shall mean with respect to any Person, any entity (a)
in which such Person owns directly, or indirectly, greater than twenty percent
(20%) of the voting or beneficial interest or (b) which such Person otherwise
has the right or power to control (whether by contract, through ownership of
securities or otherwise).

                                       19
<Page>

     1.112  "SUBSTITUTE TENANT" shall have the meaning given the term in SECTION
4.2.

     1.113  "SUCCESSOR PURCHASER" shall have the meaning given to such term in
SECTION 4.3(a)(iv).

     1.114  "SYSTEM FEES" shall mean the fees specified in SECTION 9.2,
excluding the e-mail service fee and the accounting fee described therein.

     1.115  "SYSTEM MARKS" shall mean all service marks, trademarks, copyrights,
trade names, logo types, commercial symbols, patents or other similar rights or
registrations now or hereafter held, applied for or licensed by Manager or any
Affiliate of Manager in connection with the Staybridge Suites, InterContinental,
Crowne Plaza or Holiday Inn, as applicable, brand of hotels.

     1.116  "TERM" shall mean the term of this Agreement as it may be extended
or terminated pursuant to the terms of this Agreement.

     1.117  "TRANSACTION DOCUMENTS" shall mean, collectively, the Principal
Documents and the Other Documents.

     1.118  "TRANSFERRED HOTEL" shall mean a Canadian Hotel which is sold or
otherwise transferred by Purchaser and Owner (other than to an Affiliate)
pursuant to SECTION 24.17.

     1.119  "UNIFORM SYSTEM OF ACCOUNTS" shall mean the Uniform System of
Accounts for the Lodging Industry, Ninth Revised Edition, 1996, as published by
the Educational Institute of the American Hotel and Motel Association, as it may
be amended from time to time.

     1.120  "ULTIMATE PARENT" shall mean, with respect to any Person, each
Parent of such Person who in turn has no Parent.

     1.121  "UNSUITABLE FOR ITS PERMITTED USE" shall mean with respect to a
Hotel, a state or condition of such Hotel such that (a) following any damage or
destruction involving such Hotel, such Hotel cannot be operated in the good
faith judgment of Manager or Owner on a commercially practicable basis and it
cannot reasonably be expected to be restored to substantially the same condition
as existed immediately before such damage or destruction and otherwise as
required under ARTICLE 15 hereof, using only the net proceeds of insurance
obtained in connection

                                       20
<Page>

therewith and other funds that Owner or Manager elect to provide pursuant to the
terms of ARTICLE 15 hereof within twelve (12) months following such damage or
destruction or such shorter period of time as to which business interruption
insurance is available to cover amounts payable to Owner hereunder and other
costs related to the Hotel following such damage or destruction, (b) as the
result of a partial taking by Condemnation, such Hotel cannot be operated in the
good faith judgment of Owner on a commercially practicable basis in light of
then existing circumstances, or (c) as the result of a partial taking by
Condemnation (other than an Anaheim Condemnation) such Hotel cannot be operated
in the good faith judgment of Manager on a commercially practicable basis in
light of then existing circumstances.

     1.122  "WORKING CAPITAL" shall mean funds, in whatever currency, that are
used (or held for use) in the day-to-day operation of the business of the
Hotels, including, without limitation, change and petty cash funds, amounts
deposited in operating bank accounts, receivables, deposits with utility
providers, amounts deposited in payroll accounts, prepaid expenses, amounts to
pay GST on the Owner's "taxable supplies" (including, without limitation,
Operating Supplies, Operating Equipment, rent under the Lease, and Management
Fees), and funds required to maintain Operating Supplies, less accounts payable
and accrued current liabilities, exclusive of any funds in the Reserve Account.

     1.123  "YEARLY BUDGET" shall mean, with respect to each Hotel, the annual
operating budget of such Hotel, covering a Fiscal Year, as prepared by Manager
in accordance with the Accounting Principles and approved by Owner. Such budget
shall include an operating budget, a business plan and a Capital Replacements
Budget. Without limiting the generality of the foregoing, the Yearly Budget
shall include a projection of the estimated financial results of the operation
of each Hotel for the Fiscal Year. Such projection shall project the estimated
Gross Revenues, departmental profits, Operating Costs and Operating Profit for
the Fiscal Year for each Hotel.

                                    ARTICLE 2

                               SCOPE OF AGREEMENT

     2.1    ENGAGEMENT OF MANAGER. Subject to the terms of this Agreement, Owner
hereby grants to Manager the sole and exclusive right to supervise and direct
the management and operation of the Hotels for the Term as Owner's agent coupled
with an

                                       21
<Page>

interest. Manager hereby accepts said grant and agrees that it will control,
supervise and direct the management and operation of the Hotels, all subject to
the terms, requirements and conditions of this Agreement, with commercially
reasonable efforts in doing so, and in an efficient and economical manner
consistent with standards prevailing in well managed hotels similar to the
Hotels, including all activities in connection therewith which are customary and
usual to such an operation (the foregoing standards constituting the "Operating
Standards"). Without limiting the generality of the foregoing, and in addition
to the other functions to be performed by Manager pursuant to this Agreement,
Manager shall perform (or shall cause its Affiliates to perform), in connection
with the Hotels and in accordance with the applicable Brand Standards, the
Operating Standards and the terms of this Agreement, each of the following
functions, PROVIDED, HOWEVER, except as otherwise set forth in this Agreement,
the costs and expenses of performing the following functions shall be Operating
Costs:

     (a)    Establish and revise, as necessary, administrative policies and
procedures, including policies and procedures for the control of revenue and
expenditures, for the purchasing of supplies and services, for the control of
credit, and for the scheduling of maintenance, and verify that the foregoing
procedures are operating in a sound manner.

     (b)    Manage expenditures to replenish Operating Supplies and Operating
Equipment, make payments on accounts payable and collect accounts receivable.

     (c)    Arrange for and supervise public relations and advertising and
prepare marketing plans.

     (d)    Procure all Operating Supplies and replacement Operating Equipment.

     (e)    Provide, or cause to be provided, risk management services relating
to the types of insurance required to be obtained or provided by Manager under
this Agreement.

     (f)    Reasonably cooperate (provided that except as herein expressly
provided Manager shall not be obligated to enter into any amendments of this
Agreement or, unless Owner agrees to reimburse Manager therefor, to incur any
material expense including any internal expenses) in any attempt(s) to: (i)
effectuate a sale or other transfer of a Hotel subject to the terms of SECTIONS
4.4 and 4.5 of this Agreement; or (ii) to obtain any Authorized Mortgage.

                                       22
<Page>

     (g)    Negotiate, enter into and administer service contracts and licenses
for the operation of the Hotels, including, without limitation, and to the
extent appropriate, contracts and licenses for health and safety systems
maintenance, electricity, gas, telephone, cleaning, elevator and boiler
maintenance, air conditioning maintenance, laundry and dry cleaning, master
television service, use of copyrighted materials (such as music and videos),
entertainment and other services as Manager deems advisable.

     (h)    Negotiate, enter into and administer contracts for the use of
banquet and meeting facilities and guest rooms by groups and individuals.

     (i)    Take reasonable action to collect and institute in its own name or
in the name of Owner or a Hotel, in each instance as Manager in its reasonable
discretion deems appropriate, legal actions or proceedings to collect charges,
rent or other income derived from the operation of the Hotels or to oust or
dispossess guests, tenants, members or other Persons in possession therefrom, or
to cancel or terminate any lease, license or concession agreement for the breach
thereof or default thereunder by the tenant, licensee or concessionaire.

     (j)    Make representatives available to consult with and advise Owner or
Owner's designee at Owner's reasonable request concerning policies and
procedures affecting the conduct of the business of the Hotels.

     (k)    Collect and account for and remit to Government Agencies all
applicable excise, sales, value added, occupancy and use taxes or similar
governmental charges collected by or at the Hotels directly from guests,
members, other patrons, tenants, licensees, concessionaires or other occupants,
or as part of the sales price of any goods, services, rentals or displays, such
as gross receipts, admission or similar or equivalent taxes, duties, levies or
charges, and prepare, sign and submit to the applicable Government Agencies the
applicable returns and reports therefor on behalf of Owner, in Owner's name and
using Owner's registration.

     (l)    Keep Owner advised of events which might reasonably be expected to
have a material effect on the financial performance or value of any Hotel.

     (m)    To the extent in Manager's control, obtain and maintain all
approvals necessary to use and operate the Hotels

                                       23
<Page>

in accordance with the applicable Brand Standards, Operating Standards and Legal
Requirements.

     (n)    Use its reasonable efforts to keep all ground, underlying and
parking leases in full force and effect and arrange appropriate substitutes for
any such lease which ceases to be or is reasonably anticipated to cease to be in
full force and in effect.

     (o)    Perform such other tasks with respect to the Hotels as are generally
performed by managers of similar hotels consistent with the Operating Standards
and the Brand Standards.

     2.2    ADDITIONAL SERVICES. Any fees for services not included in the
Management Fees for the Hotels shall be consistent with fees established for
similar types of hotels managed by Manager or its Affiliates. Any disputes under
this SECTION 2.2 shall be resolved by Arbitration.

     2.3    USE OF HOTELS. Manager shall not use, and shall exercise
commercially reasonable efforts to prevent the use of, the Hotels and Owner's
and Manager's personal property (whether owned or leased) used in connection
with the Hotels, if any, for any unlawful purpose. Manager shall not commit, and
shall use commercially reasonable efforts to prevent the commission of, any
waste at the Hotels. Manager shall not use, and shall use commercially
reasonable efforts to prevent the use of, the Hotels in such a manner as will
constitute an unlawful nuisance thereon or therein. Manager shall use
commercially reasonable efforts to prevent the use of the Hotels in such a
manner as might reasonably be expected to impair Owner's or Purchaser's title
thereto or any portion thereof or might reasonably be expected to give rise to a
claim or claims for adverse use or adverse possession by the public, as such, or
of implied dedication of the Hotels or any portion thereof.

     2.4    RIGHT TO INSPECT. Manager shall permit Owner and its authorized
representatives to inspect or show the Hotels during usual business hours upon
not less than twenty four (24) hours' notice, provided that any inspection by
Owner or its representatives shall not unreasonably interfere with the use and
operation of the Hotels and further provided that in the event of an emergency
as determined by Owner in its reasonable discretion, prior notice shall not be
required.

     2.5    NO RIGHT OF OFFSET. Manager shall not offset against any amounts
owed to Owner; PROVIDED, HOWEVER, Manager may offset amounts which Owner has
failed to fund in violation of SECTION

                                       24
<Page>

5.2(c) (or, so long as PR Property is a Pooled FF&E Hotel, the landlord under
the PR Lease has failed to fund in violation of Section 5.1.3(b) of the PR
Lease) against the amounts owed to Owner hereunder provided that after giving
effect to all such offsets there shall still be paid to Owner an amount
sufficient to pay regularly scheduled payments of interest and principal under
any loan or other debt secured by an Authorized Mortgage and attributable to the
Pledged Hotels.

     2.6    CONDITION OF THE HOTELS. Manager acknowledges receipt and delivery
of possession of each Hotel, and Manager accepts each Hotel in its "as is"
condition as of the Effective Date, subject to the rights of parties in
possession, the existing title, including all covenants, conditions,
restrictions, reservations, mineral leases, easements and other matters of
record or that are visible or apparent on the Hotels, all applicable Legal
Requirements, and such other matters which would be disclosed by an inspection
of the Hotels and the record title thereto or by an accurate survey thereof.
MANAGER REPRESENTS THAT: IT HAS INSPECTED THE HOTELS INCLUDING THE FF&E AND ALL
OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY; AS OF THE
EFFECTIVE DATE, THE HOTELS ARE IN COMPLIANCE WITH THE APPLICABLE BRAND STANDARDS
IN ALL MATERIAL RESPECTS; EXCEPT FOR CAPITAL REPLACEMENTS TO BE MADE FROM TIME
TO TIME USING FUNDS TO BE DEPOSITED IN THE RESERVE ACCOUNT PURSUANT TO SECTION
5.2(a) AND AMOUNTS TO BE EXPENDED BY THE MANAGER'S AFFILIATES AS REQUIRED BY THE
PURCHASE AGREEMENT, MANAGER CURRENTLY DOES NOT ANTICIPATE THE NEED TO MAKE
CAPITAL REPLACEMENTS DURING THE FIRST FIVE YEARS OF THE TERM (PROVIDED, HOWEVER,
SUCH REPRESENTATION IS NOT A GUARANTY OR WARRANTY THAT NO SUCH CAPITAL
REPLACEMENTS WILL BE REQUIRED); AND IT IS NOT RELYING ON ANY REPRESENTATION OR
WARRANTY OF OWNER, PURCHASER OR ANY OF THEIR AGENTS OR EMPLOYEES WITH RESPECT TO
ANY OF THE MATTERS SET FORTH IN THIS SECTION. MANAGER WAIVES ANY CLAIM OR ACTION
AGAINST OWNER AND PURCHASER WITH RESPECT TO THE CONDITION OF THE HOTELS.
PURCHASER AND OWNER MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH
RESPECT TO ANY HOTEL OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE,
DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE
QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT.

     2.7    NON-ECONOMIC HOTELS.

     (a)    Manager shall be entitled to designate as a Non-Economic Hotel any
Hotel for which, in each of any three (3) consecutive full Fiscal Years during
the Term, the Operating Profit is less than the sum of (i) amounts to be funded
to the

                                       25
<Page>

Reserve Account pursuant to SECTION 5.2(a) on account of such Hotel, plus (ii)
Owner's Fixed Priority attributable to such Hotel pursuant to EXHIBIT C hereto;
PROVIDED, HOWEVER, that the number of Hotels designated as Non-Economic Hotels
under this Agreement (other than those with respect to which such designation
has been withdrawn or deemed withdrawn, but including those which have been sold
pursuant to this SECTION 2.7) shall not exceed three (3). If subsequent to a
Hotel being designated as a Non-Economic Hotel but prior to its sale pursuant to
this SECTION 2.7, the Operating Profit of such Hotel for any Fiscal Year shall
exceed the sum of amounts to be funded to the Reserve Account pursuant to
SECTION 5.2(a) on account of such Hotel, plus the portion of the Owner's Fixed
Priority for such Fiscal Year so attributable to such Hotel, such designation
shall be deemed withdrawn; provided, however, if Manager is then negotiating a
sale of such Hotel to a third party, such designation shall not be deemed
withdrawn for a period of three (3) months.

     (b)    So long as there is no Manager Default or Manager Event of Default,
Manager may market each Hotel that is a Non-Economic Hotel for sale. In
addition, if Manager reasonably anticipates based on projections prepared in the
ordinary course that a Hotel will become a Non-Economic Hotel within the next
twelve (12) months, Manager may market such Hotel for sale; provided, however,
no Hotel shall be sold pursuant to this SECTION 2.7 other than Non-Economic
Hotels. If Manager receives an Offer, Manager shall give Owner and Purchaser
notice thereof, which notice shall include a copy of the executed Offer. In the
event that Owner and Purchaser shall fail to accept or reject such Offer within
five (5) Business Days after receipt of such notice, such Offer shall be deemed
to be rejected by them. Provided there is no Manager Default or Manager Event of
Default, if Owner and Purchaser shall either sell such Non-Economic Hotel
pursuant to such Offer or reject or be deemed to have rejected such Offer, then
effective as of the date of such sale or, if the Offer was rejected or deemed
rejected, the proposed date of sale contained in such Offer, as the case may be,
the following shall apply: (i) the Term shall terminate with respect to such
Non-Economic Hotel; (ii) no further Owner's Percentage Priority shall accrue
with respect to such Non-Economic Hotel's Gross Revenues which accrue after such
termination; (iii) the Owner's First Priority shall be reduced by an amount
equal to eight percent (8%) of the net (after taking into account any costs paid
by Manager) proceeds of sale received by Owner or Purchaser (or, in the case of
such a rejection, eight percent (8%) of the projected net (after taking

                                       26
<Page>

into account any costs to be paid by Manager) proceeds of sale which would have
been received by Owner or Purchaser determined by reference to such Offer); and
(iv) the Owner's Second Priority shall be reduced by one half of one percent
(0.5%) of such net proceeds (or, in the case of a rejection, one half of one
percent (0.5%) of such projected net proceeds).

     2.8    NO EARLY TERMINATION OF MANAGER; NATURE OF RELATIONSHIP ETC.

     (a)    So long as this Agreement is in full force and effect and Owner is
not entitled pursuant to the terms hereof to terminate this Agreement in its
entirety, Owner covenants and agrees not to hire, engage, appoint or employ any
other manager to manage any Hotel prior to the expiration or earlier termination
of the Term with respect to such Hotel. Any otherwise applicable principles of
law notwithstanding, it is Owner's intent and agreement that Manager shall
manage each Hotel pursuant to this Agreement through the Term so long as this
Agreement is in full force and effect with respect to such Hotel.

     (b)    Owner shall provide appropriate asset management services with
respect to the Hotels at no cost or expense to Manager (and shall use reasonable
efforts to cooperate with Manager in order to keep all ground, underlying and
parking leases in full force and effect). The costs and expenses incurred by
Owner in connection with providing such asset management services shall not be
Operating Costs. Owner shall, from time to time, upon the request of Manager
provide Manager with the name, telephone number, fax number and email address of
the individual responsible for providing such asset management services. Manager
will cooperate with and assist the Owner in every reasonable and proper way to
permit Owner to carry out its duties and exercise its rights hereunder with
respect to the Hotels.

     (c)    Without limiting the scope or intent of the provisions of SECTION
19.1 of this Agreement, each of the parties acknowledges and agrees that (i) the
execution and delivery by the other of this Agreement is substantial and
essential consideration for their respective Affiliates' purchase and sale of
the Hotels pursuant to the Purchase Agreement, (ii) but for the execution and
delivery of this Agreement, Manager's Affiliates would not have sold the Hotels
to Purchaser, (iii) but for the execution and delivery of this Agreement,
Owner's Affiliates would not have purchased the Hotels from Manager's
Affiliates, (iv) the terms and provisions of the Purchase Agreement, including
the purchase price set forth therein, the PR Stock Agreement and the PR Lease
were

                                       27
<Page>

negotiated and agreed upon on the basis and upon the condition that this
Agreement be executed and delivered at the time of the closing of the sale of
the Hotels to Purchaser, (v) this Agreement fairly, accurately and fully sets
forth the agreement between Owner and Manager regarding Manager's management of
the Hotels through the Term, (vi) there are no duties or obligations between the
parties not expressly set forth herein and (vii) each of the parties hereto has
a duty of commercial good faith and fair dealing.

     (d)    Any common law or other rule or restriction that would otherwise
apply notwithstanding, but subject to the terms of SECTION 24.1, Manager, Owner
and their respective Affiliates are free to manage, engage in or license other
business activities, including activities involving transient lodging and
related activities. Except as provided in SECTION 24.1, nothing herein or
otherwise shall prevent Manager, Owner or their respective Affiliates from
owning, managing or licensing other facilities, and Manager, Owner and their
respective Affiliates may manage, engage in or license any business activity at
any other location whether or not competing with the Hotels, without the consent
or approval of, or liability to, the other and without offering the other any
opportunity to participate therein. Subject to the terms of SECTION 24.1, each
party hereby waives any claim or cause of action, of whatever nature and however
derived, relating to or arising in any way out of the other's ownership,
licensing or management of any other hotel or commercial property wherever
located.

                                    ARTICLE 3

                                TERM AND RENEWALS

     3.1    TERM. The term of this Agreement shall be for a period beginning on
the Effective Date and continuing for the Initial Term and any extension of the
term hereof in accordance with the provisions of this Agreement, unless sooner
terminated as herein provided. Manager acknowledges that if the ground lease for
the InterContinental Hotel in Toronto, Ontario is terminated, the lessor
thereunder may terminate this Agreement upon giving not less than 180 days'
notice, which notice shall be given within ninety (90) days after such ground
lease is terminated.

     3.2    RENEWAL TERM. Provided the term of the PR Lease is simultaneously
extended in accordance with the terms of the PR Lease, the Term may be extended,
at Manager's option, for up to two (2) consecutive periods (each, a "RENEWAL
TERM") of fifteen

                                       28
<Page>

(15) years each on not less than two (2) years' prior notice to Owner. If
Manager fails to give notice of its election not to exercise either of its
options to extend the Term on or before the date which is the day prior to the
date that is two (2) years prior to the then Expiration Date or if PR Tenant
fails to give notice of its election not to exercise either of its options to
extend the term of the PR Lease on or before the date which is the day prior to
the date that is two (2) years prior to the then expiration date of the PR
Lease, Manager shall be deemed to have exercised the applicable extension
option. The terms and provisions of this Agreement will remain in effect as
stated herein during any Renewal Term except that Manager shall have no right to
extend the Term beyond the Renewal Terms herein provided.

     3.3    OWNER'S TERMINATION RIGHT AT END OF TERM. If Manager gives notice of
its election not to extend the Term, or the PR Tenant gives notice of its
election not to extend the term of the PR Lease, or Manager shall have no
further right to extend the Term, then at any time during the last two years of
the Term, Owner may terminate this Agreement on not less than thirty (30) days'
prior written notice.

                                    ARTICLE 4

                                 TITLE TO HOTEL

     4.1    COVENANTS OF TITLE. During the Term, provided no Manager Default
exists, Manager shall have the right peaceably and quietly to operate the Hotels
in accordance with the terms of this Agreement, free from interference,
disturbance and eviction by Owner or Purchaser or by any other Person or Persons
claiming by, through or under Owner or Purchaser, subject only to termination of
this Agreement as herein provided. Except as may otherwise be provided herein,
Owner, at Owner's own expense (and not as an Operating Cost), shall prosecute
all appropriate actions, judicial or otherwise, required to assure such quiet
and peaceable operation by Manager and shall pay and discharge any rental
obligations under the Lease. Without Manager's written consent, which consent
shall not be unreasonably withheld, Owner shall not during the Term enter into
an agreement, covenant or encumbrance affecting title to the Hotels except in
connection with Authorized Mortgages and sales or transfers of the Hotels not
prohibited hereby. Further, during the Term, Owner shall not convert any Hotel
to a condominium form of ownership.

                                       29
<Page>

     4.2    NON-DISTURBANCE. Purchaser and Manager agree that in the event the
Lease terminates prior to expiration or earlier termination of the Term, so long
as (i) there exists no uncured Manager Event of Default and (ii) Owner is not
otherwise entitled to terminate this Agreement: (a) Manager shall not be
disturbed in its rights under this Agreement by Purchaser; (b) Purchaser shall
assume the obligations of Owner under this Agreement; and (c) Manager shall
attorn to Purchaser and recognize Purchaser as the "Owner" under this Agreement.
Purchaser shall have the right to assign all of its right, title and interest
in, to and under this Agreement to a new tenant (a "SUBSTITUTE TENANT") to which
Purchaser shall lease the Hotels (pursuant to a lease which imposes no greater
risks, obligations, duties or liability on Manager than the Lease (assuming the
same had not been terminated) and for a term equal to the unexpired term of this
Agreement) which Substitute Tenant shall expressly assume all of the Owner's
obligations under this Agreement. Upon such assignment to, and assumption by, a
Substitute Tenant, Purchaser shall be relieved of all future obligations arising
under this Agreement (other than any expressly imposed on Purchaser pursuant to
SECTIONS 4.2 through and including 4.7), Manager shall attorn to the Substitute
Tenant and recognize the Substitute Tenant as the "Owner" under this Agreement,
and the term "Lease" as used in this Agreement shall be deemed to refer to such
lease between Purchaser and the Substitute Tenant.

     4.3    FINANCING.

     (a)    Purchaser shall be entitled to encumber the Hotels or any of them
with one or more Authorized Mortgages which are expressly subordinate to this
Agreement or in connection with which the following terms and conditions are
satisfied:

            (i)    the loan or other debt secured by such Authorized Mortgage
     shall not be cross-collateralized with other property or hotels which are
     not managed or franchised by Manager, IHG or their respective Affiliates;

            (ii)   the principal amount secured by such Authorized Mortgage
     shall not exceed the sum of seventy five percent (75%) (or, if less than
     four (4) Pooled FF&E Hotels secure such principal amount, sixty five
     percent (65%)) of the sum of the fair market value as of the date of the
     granting of such Authorized Mortgage of the Pledged Hotels and the other
     properties securing such principal amount;

                                       30
<Page>

            (iii)  as of the date of the granting of such Authorized Mortgage,
     the Debt Service Coverage Ratio associated with such loan or debt secured
     thereby shall not be less than (i) 1.4 if fewer than four (4) Pooled FF&E
     Hotels secure such loan or other debt or (ii) 1.3 if four (4) or more
     Pooled FF&E Hotels secure such loan or other debt; and

            (iv)   the holder of such Authorized Mortgage shall execute and
     deliver to Manager (Manager agreeing to likewise execute and deliver to
     such holder) a so-called subordination, non-disturbance and attornment
     agreement which shall provide that:

                   (A)    this Agreement and Manager's rights hereunder are
                   subject and subordinate to the Authorized Mortgage, the lien
                   thereof, the rights of the holder thereof and to any and all
                   advances made thereunder, interest thereon or costs incurred
                   in connection therewith;

                   (B)    so long as this Agreement is in full force and effect
                   and there exists no Manager Default which has not been cured
                   within any applicable notice or grace period, Manager's
                   rights under this Agreement shall not be disturbed by reason
                   of such subordination or by reason of foreclosure of such
                   Authorized Mortgage or receipt of deed in lieu of
                   foreclosure;

                   (C)    Manager shall attorn to the holder or the purchaser at
                   any such foreclosure or the grantee of any such deed (each, a
                   "Successor Purchaser");

                   (D)    in the event of such attornment, the terms of this
                   Agreement binding on Purchaser and Manager shall continue in
                   full force and effect as a direct agreement between such
                   Successor Purchaser and Manager, upon all the terms,
                   conditions and covenants set forth herein, except that the
                   Successor Purchaser shall not be (1) bound by any payment of
                   Owner's Fixed Priority, Owner's Percentage Priority or the
                   Residual Distribution in advance of when due; (2) bound by
                   any amendment or modification of this Agreement made after
                   the date that Manager first had written notice of such
                   Authorized Mortgage without the consent of the holder
                   thereof; (3)

                                       31
<Page>

                   liable in any way to Manager for any act or omission, neglect
                   or default on the part of Purchaser or Owner under this
                   Agreement; (4) obligated to perform any work or improvements
                   to be done by Purchaser or Owner or to make any advances
                   except for those advances to be made pursuant to SECTION
                   5.2(c) from and after the date on which such Successor
                   Purchaser acquired the Hotel(s); or (5) subject to any
                   counterclaim or setoff which theretofore accrued to Manager
                   against Purchaser or Owner;

                   (E)    In the event of a casualty or condemnation affecting
                   any Pledged Hotel which does not result in the termination of
                   this Agreement with respect to such Pledged Hotel, the net
                   insurance proceeds or Award shall be applied to the
                   restoration of such Hotel as herein provided; and

                   (F)    Such other terms as are customary for similar
                   agreements.

     (b)    In the event less than all of the Hotels are to secure the loan or
other debt secured by an Authorized Mortgage, Owner shall have the right to
cause the Pledged Hotels to be managed pursuant to a separate management
agreement which agreement shall be for a term equal to the unexpired portion of
the Term and otherwise on substantially the same terms of this Agreement except
as otherwise provided herein, provided that the Pledged Hotels in the aggregate
and the remaining Hotels in the aggregate shall have Priority Coverage Ratios
for the 12-month period ending on the last day of the month next prior to the
date on which such Authorized Mortgage is granted equal to each other or equal
to, or greater than, 1.3. In connection with entering into such separate
management agreement, the parties shall make appropriate allocations of Owner's
Fixed Priority, amounts in the Reserve Account, the Working Capital, and any
outstanding advances made by Owner, Manager or their respective Affiliates so
that the obligations allocable to the Hotels subject to such Authorized Mortgage
shall not be due from the other Hotels and VICE VERSA. The allocation of Owner's
Fixed Priority for each Hotel shall be proportional to the NOI of such Hotel for
the then most recently ended twelve (12) months relative to the NOI of all the
other Hotels for such period. Without the consent of Manager, the holder of any
Authorized Mortgage shall have the right to elect to be subject and subordinate
to this Agreement, such subordination to be

                                       32
<Page>

effective upon such terms and conditions as such holder may direct which are not
inconsistent with the provisions hereof.

     (c)    Manager shall be entitled to pay any overdue regularly scheduled
payments of interest and principal on any Authorized Mortgage from the Operating
Profits of all of the Hotels subject to such Authorized Mortgage and to credit
any such payments against disbursement obligations for Owner's Fixed Priority.

     4.4    SALE OF A HOTEL TO AN AFFILIATE. In the event of a sale or transfer
of Purchaser's interest in any Hotel to an Affiliate of the Purchaser with such
Affiliate assuming Purchaser's obligations under the Lease, this Agreement shall
remain in full force and effect without regard to such sale or transfer.

     4.5    SALE OF ALL THE HOTELS. If Purchaser sells or otherwise transfers
all of the Hotels to a single transferee in a single transaction, (a) the
transferee shall assume Purchaser's obligations hereunder and (b) Purchaser
shall be released and relieved from any and all obligation hereunder. In
connection with such transfer, Owner may assign this Agreement to the transferee
or its Affiliate, and provided the assignee assumes all of Owner's obligations
hereunder thereafter accruing, Owner shall be released and relieved from all
such obligations. Except as provided in SECTIONS 2.7 or 24.17 or in connection
with the foreclosure of an Authorized Mortgage or deed-in-lieu of such
foreclosure, Purchaser and its Affiliates and their successors and assigns shall
not sell less than all the Pooled FF&E Hotels to any Person except to an
Affiliate as provided in SECTION 4.4 or in Section 15.6 of the PR Lease.

     4.6    THE LEASE. The Lease shall not be amended or modified in any way
which would materially increase Manager's obligations hereunder or materially
reduce its rights hereunder. In the event of a conflict between the terms hereof
and the terms of the Lease, the terms hereof shall govern.

     4.7    RESTRICTED SALE. Except as provided in SECTION 2.7 or in connection
with a foreclosure of an Authorized Mortgage, neither Purchaser nor Owner shall
transfer its interest in any Hotel, directly or indirectly, (a) to any Person
which: (i) is in control of or controlled by Persons who have been convicted of
felonies; (ii) is a Competitor or an Affiliate of a Competitor; (iii) lacks the
financial capabilities to perform Owner's obligations hereunder; or (iv) is a
Specially Designated or Blocked Person or (b) if such transfer would materially
adversely affect the ability of Manager or its Affiliates to

                                       33
<Page>

obtain or retain any license or permit for the Hotels or comply with any
applicable ground or parking leases for the Hotels.

                                    ARTICLE 5

                                 REQUIRED FUNDS

     5.1    WORKING CAPITAL. Manager shall contribute to the Working Capital for
the Hotels an amount (the "INITIAL WORKING CAPITAL") reasonably sufficient to
pay Operating Costs for the Hotels and GST required to be paid by Owner
(including, without limitation, any GST on or in respect of Operating Supplies,
Operating Equipment and any other items acquired by Owner in connection with the
closing under the Purchase Agreement) for the first thirty (30) days of
operating the Hotels following the Effective Date after taking into account
Gross Revenues and GST collected from patrons, guests and others of, or at, the
Hotels. Promptly after the month in which the Effective Date occurs, the parties
shall agree on the amount of the Initial Working Capital which Manager so
contributed. After the first thirty (30) days of operating the Hotels, upon
written notice from Manager, Owner may, but shall not be obligated to, advance
any additional funds, over and above the Initial Working Capital, necessary to
pay Operating Costs and/or GST required to be paid by Owner (but not Owner's
First Priority or Owner's Second Priority) as they come due. Any such request by
Manager shall be accompanied by a reasonably detailed explanation of the reasons
for the request. All funds so advanced for Working Capital shall be utilized by
Manager to pay Operating Costs and/or such GST as they come due. If Owner does
not advance such additional Working Capital within two (2) Business Days after
notice, Manager, as its exclusive remedy, shall have the right either to (i)
advance such additional Working Capital or (ii) terminate this Agreement on ten
(10) days' advance written notice to Owner; PROVIDED, HOWEVER, such notice of
termination shall be void AB INITIO if Owner advances the requested funds
necessary to pay Operating Costs and such GST prior to the end of the tenth
(10th) day after the receipt of such termination notice. If Manager fails to
either make such advance or give notice of termination within ten (10) days,
then after the expiration of such two (2) Business Days, Owner may elect by
written notice to Manager to terminate this Agreement, which termination shall
be effective ten (10) days after the date such notice is given. Upon the
expiration or earlier termination of the Term, the Working Capital of the Hotels
shall be applied to pay all Operating Costs, such GST and all amounts owed to
Owner to the extent Gross Revenues are insufficient. Thereafter, Manager shall
be

                                       34
<Page>

entitled to retain the Initial Working Capital, and the balance of the Working
Capital shall belong to Owner. All refunds and (the cash equivalents of) any
input credits in respect to GST paid from Working Capital shall remain part of
the Working Capital.

     5.2    RESERVE ACCOUNT.

     (a)    Manager shall transfer from the Bank Accounts to the Reserve Account
in cash on or before the 25th day of each Fiscal Month, beginning on February
25, 2007 and continuing for each and every month during the Term, an aggregate
amount equal to the Reserve Percentage applicable to the calendar year in which
the prior Fiscal Month occurred times the Gross Revenues at each Hotel for the
prior Fiscal Month. The amount to be contributed to the Reserve Account on
account of the Gross Revenues of the Canadian Hotels shall be calculated using
Canadian dollars but shall be contributed to the Reserve Account in United
States dollars in accordance with SECTION 24.24. Subject to the terms of SECTION
5.2(g), amounts in the Reserve Account are to pay for Capital Replacements
undertaken after the Effective Date required to maintain any and all of the
Hotels in accordance with the Operating Standards and the Brand Standards;
PROVIDED, HOWEVER, notwithstanding anything in this Agreement to the contrary,
no additional cost or expense shall be incurred or paid in connection with any
Capital Replacements made during the last two (2) years of the Term to the
extent attributable solely to complying with the Brand Standards. The amounts so
paid into the Reserve Account shall be recorded on the Hotels' books of account
as "Reserve for FF&E Replacements." Except as expressly provided herein, any
expenditures for Capital Replacements during any Fiscal Year which have been
approved in the yearly Capital Replacements Budget may be made without Owner's
further approval and, to the extent available, may be made by Manager from the
Reserve Account. Any amounts remaining in the Reserve Account at the close of
each Fiscal Year will be carried forward and retained in the Reserve Account.
Any and all portions of the Hotels which are scrapped or removed in connection
with the making of any major or non-major repairs, renovations, additions,
alterations, improvements, removals or replacements at the Hotels shall be
disposed of by Manager and any net proceeds thereof shall be deposited in the
Reserve Account and not included in Gross Revenues. In addition, any proceeds
from the sale of FF&E no longer necessary to the operation of the Hotels and any
refunds or (the cash equivalents of) input credits attributable to GST paid with
funds from the Reserve Account shall be added to the Reserve Account. Manager
shall be

                                       35
<Page>

entitled to use funds in the Reserve Account to make Capital Replacements at any
and all of the Hotels regardless of the Hotel from which such funds originate.
To the extent that the cost of any such Capital Replacements are to be paid for
in a currency other than United States dollars, Manager shall exchange an
appropriate portion of the funds in the Reserve Account into such other currency
at the best rates and terms commercially available to Manager at the time of
such exchange for such purpose on or about the date such funds are withdrawn
from the Reserve Account and applied to pay such costs in accordance with
Manager's general practice for Capital Replacements. All costs of such exchange
shall be Operating Costs.

     (b)    Subject to the terms of SECTION 5.6, Manager shall be the only party
entitled to withdraw funds from the Reserve Account until a Manager Default
shall occur.

     (c)    Subject to the terms of SECTIONS 5.2(f) and 5.2(g), additional
amounts shall be funded into the Reserve Account to pay for Capital Replacements
as follows:

            (i)    Either Owner or Manager may propose that additional funds be
     funded into the Reserve Account.

            (ii)   If both parties give their approval to a proposed funding
     within twenty (20) Business Days after a request for such approval is given
     from one party to the other, Owner shall (or shall cause Purchaser to) fund
     the approved amount into the Reserve Account within twenty (20) Business
     Days after both parties approve in writing of such funding provided that
     there is then no uncured Manager Default. Neither party shall unreasonably
     withhold its approval of such a proposed funding; PROVIDED, HOWEVER, no
     purchaser at foreclosure of an Authorized Mortgage or grantee of a deed in
     lieu of such foreclosure nor any Person claiming by, through or under such
     purchaser or grantee shall have an obligation to so not withhold its
     consent; PROVIDED FURTHER, HOWEVER, Owner will consider the likelihood of
     its receiving the increase in Owner's Second Priority which would result
     from its making such advance as well as the effect on the value of the
     Hotels resulting from the delay or failure in making the proposed Capital
     Replacements. Upon such funding, Owner's Second Priority will be adjusted
     as provided in the definition of such term.

                                       36
<Page>

            (iii)  If Owner proposes in writing such funding for the purpose of
     making particular Capital Replacements but Manager does not approve of the
     same in writing within twenty (20) Business Days after Owner gives such
     proposal to Manager, Owner shall have the right, but not the obligation, to
     make such funding, and Manager shall cause such Capital Replacements to be
     made with the amounts so funded unless such Capital Replacements conflict
     with the applicable Brand Standards.

            (iv)   If Manager proposes in writing such funding for the purpose
     of one or more particular Capital Replacements and Owner does not approve
     of the same in writing within twenty (20) Business Days after such proposal
     is given to Owner, Manager shall have the right, but not the obligation, to
     either provide the proposed funding itself or, if such Capital Replacements
     are set forth in the Capital Replacements Budget or are required to comply
     with the Operating Standards, applicable Brand Standards, Insurance
     Requirements or Legal Requirements and at the time of the giving of such
     proposal to Owner, the funds in the Reserve Account shall be insufficient
     for such Capital Replacements, require Owner to provide (or cause Purchaser
     to provide) the proposed funding. If Owner or Purchaser provides such
     funding, the Owner's First Priority will be adjusted as provided in the
     definition of that term.

     (d)    If Owner shall fail to disburse (or cause Purchaser to disburse)
funds to Manager for deposit into the Reserve Account in violation of SECTION
5.2(c), which failure continues for five (5) days after the giving of notice
from Manager to Owner, then, in addition to Manager's other remedies hereunder
or under the HPT Guaranty (as defined in the Purchase Agreement), Manager shall
be entitled, but not obligated, to deposit in the Reserve Account the amount of
funds which Owner so failed to disburse.

     (e)    Upon the expiration or earlier termination of the Term, Manager
shall disburse to Purchaser, or as Purchaser shall direct, all amounts remaining
in the Reserve Account after payments of all expenses on account of Capital
Replacements appropriately incurred by Manager during the Term.

     (f)    Unless and until the Affiliates of the Manager which sold the Hotels
to Purchaser and the stock of the owner of the PR Property to an Affiliate of
Owner have expended $25,000,000 (net of any applicable GST that is refundable)
of their own funds to make Capital Replacements at the Pooled FF&E Hotels,

                                       37
<Page>

Owner shall have no obligation to make or to cause Purchaser to make any
advances to the Reserve Account.

     (g)    Notwithstanding anything contained herein to the contrary, if Owner
advises Manager that in Owner's opinion, the fair market value of all personal
property of Purchaser at, about or which forms a part of a Hotel is equal to or
exceeds thirteen and one half percent (13.5%) of the fair market value of all
property of Purchaser pertaining to such Hotel (including all such personal
property, the Building and the underlying land or ground lease), Manager and its
Affiliates shall not use funds from the Reserve Accounts or which are required
to be expended pursuant to the Purchase Agreement to purchase additional
personal property for use at, about or as part of such Hotel without Owner's
prior written consent, which consent may be granted or withheld in Owner's sole
and absolute judgment.

     5.3    ADDITIONAL REQUIREMENTS FOR RESERVE. All expenditures from the
Reserve Account shall be (as to both the amount of each such expenditure and the
timing thereof) both reasonable and necessary given the objective that the
Hotels will be maintained and operated to a standard comparable to competitive
properties and in accordance with the Operating Standards and the applicable
Brand Standards.

     5.4    OWNERSHIP OF REPLACEMENTS. All Capital Replacements made pursuant to
this Agreement and all amounts in the Reserve Account shall be the property of
Owner or Purchaser, as applicable, as provided under the Lease.

     5.5    NO ADDITIONAL CONTRIBUTIONS. Except as otherwise expressly provided
in this Agreement, neither Owner nor Purchaser shall, under any circumstances,
be required to, or provide funds to, build or rebuild any improvement at the
Hotel, or make any repairs, replacements, alterations, restorations or renewals
of any nature or description to the Hotel, whether ordinary or extraordinary,
structural or nonstructural, foreseen or unforeseen.

     5.6    POOLED RESERVES. It is understood and agreed that so long as the PR
Property is a Pooled FF&E Hotel, funds deposited in the Reserve Account pursuant
to this Agreement and the FF&E Reserve under PR Lease shall be maintained and
used on a consolidated basis such that all amounts to be deposited in the
Reserve Account and the FF&E Reserve shall be deposited in a single account and
Manager and PR Tenant may apply any funds therein to any of the Pooled FF&E
Hotels in accordance with the terms of this Agreement and PR Lease.

                                       38
<Page>

                                    ARTICLE 6

                      BRAND STANDARDS AND MANAGER'S CONTROL

     6.1    BRAND STANDARDS. Manager shall operate each Hotel as a Staybridge
Suites, InterContinental, Crowne Plaza or Holiday Inn, as applicable, hotel in
accordance with the terms of this Agreement, the applicable Brand Standards and
the Operating Standards. Manager and its Affiliates which own the applicable
System Marks and Brand Standards reserve the right to revise and amend such
System Marks or Brand Standards from time to time on a non-discriminatory basis.
Owner also agrees that the Hotels will be required to participate in applicable
Brand-wide or area programs that are implemented after the date hereof from time
to time by Manager or its Affiliates with respect to the applicable Brand. The
allocable cost of participation in such programs (to the extent not duplicative
of the services for which the Management Fee is being paid) shall be Operating
Costs of the Hotel to the extent the same are consistent in all material
respects with the amounts for the same included in the applicable Yearly Budget.

     6.2    MANAGER'S CONTROL. Subject to the terms of this Agreement, Manager
shall have uninterrupted control over the operation of the Hotels. Owner
acknowledges that under this Agreement, Owner delegates all authorities and
responsibilities for operation of the Hotels to Manager PROVIDED, HOWEVER,
Manager shall not be entitled to make any agreement or commitment binding on
Owner except as herein expressly provided. Manager shall be solely responsible
for determining room rates, food and beverage menu prices, charges to guests for
other Hotel services and the terms of guest occupancy and admittance to the
Hotels, use of rooms for commercial purposes, policies relating to
entertainment, labor policies, publicity and promotion activities and technology
services and equipment to be used in the Hotel. Manager shall review with Owner
from time to time, and during the annual review of the Yearly Budget, material
changes in policies, practices and procedures and their effect on the financial
performance of the Hotels.

     6.3    ARBITRATION. Any dispute under this Article 6 shall be resolved by
Arbitration.

                                    ARTICLE 7

                             OPERATION OF THE HOTEL

                                       39
<Page>

     7.1    PERMITS. Manager, as an Operating Cost, shall obtain and maintain in
its name (or Owner's or Purchaser's name to the extent the same is required by
applicable Legal Requirements) in full force and effect all necessary operating
licenses and permits, including liquor, bar, restaurant, sign and hotel
licenses, as may be required for the operation of the Hotels in accordance with
this Agreement, the applicable Brand Standards and the Operating Standards.
Owner and/or Purchaser shall reasonably cooperate with Manager in obtaining any
such operating licenses or permits. Except as otherwise provided in the Purchase
Agreement, any costs or expenses (including, without limitation, reasonable
attorneys' fees) incurred by Owner and/or Purchaser in connection therewith
shall constitute Operating Costs. Manager will use reasonable efforts to comply
with all Legal Requirements imposed in connection with any such licenses and
permits and at all times use commercially reasonable efforts to manage the
Hotels in accordance with, and cause the Hotels to comply with, such Legal
Requirements, any other Legal Requirements and Insurance Requirements applicable
to any Hotel.

     7.2    EQUIPMENT AND SUPPLIES. Manager shall procure pursuant to the Yearly
Budgets all such Operating Supplies and Operating Equipment as Manager deems
necessary for the normal and ordinary course of operation of the Hotels in
accordance with the applicable Brand Standards and Operating Standards.

     7.3    PERSONNEL.

     (a)    All personnel employed at the Hotels will be employees of Manager or
its Affiliates. Manager will hire, supervise, direct, discharge and determine
the compensation, other benefits and terms of employment of all personnel
working in the Hotels; PROVIDED, HOWEVER, Manager shall make no final decision
with respect to hiring the general manager for any Hotel without first
consulting with Owner. Subject to the foregoing proviso, Manager, in the
exercise of reasonable discretion and business judgment, will be the sole judge
of the fitness and qualifications of such personnel and is vested with absolute
discretion in the hiring, supervising, directing, discharging and determining
the compensation, other benefits and terms of employment of such personnel. In
such discretion, Manager may elect to staff certain functions at offsite or
regional locations, or to provide employee benefits on an applicable Brand-wide
or other multi-location basis and shall equitably allocate the employee costs
among the hotels participating in such staffing or benefits. Subject to
Manager's rights to apply Gross Revenues to Operating Costs, the Manager shall
be

                                       40
<Page>

responsible for (i) the payment of all compensation owing to its employees, (ii)
the provision of any benefits, statutory or otherwise, earned, incurred or
accrued by any of its employees, and (iii) the payment or the deduction from the
compensation and/or benefits of its employees, as the case may be, and the
remittance to the appropriate Government Agencies of such sums as may be
required to be paid by an employer or withheld from the employees' compensation
and/or benefits under the provision of any Legal Requirements. Owner shall not
interfere with the performance of employment duties of, or give orders or
instructions to, any personnel employed at the Hotel. Except as otherwise
provided herein, Operating Costs will include all expenses, costs or charges
which are allocable to the Term and are related to or incidental to any on-site
personnel employed in the operation of the Hotels (including, without
limitation, salaries, wages, other compensation, benefit contributions and
premiums, net of amounts paid by Hotel employees; stop-loss insurance premiums;
group health plan benefit payments in excess of contribution and premium amounts
paid by Hotel employees; pay for vacation, holidays, sick leave and other leaves
of absence; workers' compensation premiums; workers compensation benefit
payments paid by Manager; reasonable and customary administrative fees and
taxes; and severance benefits applicable under Manager's then current human
resources policies).

     (b)    Manager shall comply with all Legal Requirements pertaining to labor
relations, the personnel employed by it pursuant to this Agreement and their
employment. Manager shall not enter into any written employment agreements with
any person which purport to bind the Owner without obtaining Owner's consent,
which consent may be withheld in Owner's sole and absolute discretion. If either
Manager or Owner shall be required, pursuant to any such Legal Requirement, to
recognize a labor union or to enter into collective bargaining with a labor
union, the party so required shall promptly notify the other. The terms of this
SECTION 7.3(b) shall survive the expiration or earlier termination of this
Agreement. Manager shall be the "successor employer" under any collective
bargaining agreements applicable to the Hotels as of the Closing and under
applicable Legal Requirements.

     (c)    No employee of the Hotels shall reside at the Hotels without the
prior written approval of Owner. No person shall be given gratuitous
accommodations or services without prior approval of Owner except in accordance
with usual practices of the applicable Brand and the hotel and travel industry.

                                       41
<Page>

     (d)    To the extent consistent with the applicable Yearly Budget,
Operating Costs may include up to the following amounts per Fiscal Year, for
travel related expenses of Manager's senior operational personnel in connection
with their visits to such Hotel:

<Table>
<Caption>
                    Hotel Type                           Amount
                    ----------                           ------
                <S>                                     <C>
                Staybridge Hotels                       $  5,000

                Intercontinental Hotels                 $ 10,000

                Crowne Plaza                            $ 10,000

                Holiday Inn Hotels                      $  5,000
</Table>

     Said amounts shall be adjusted every January 1 starting in 2006 to reflect
the percentage change in the Consumer Price Index since the prior January 1. Any
amounts in excess of the foregoing shall be Manager's sole responsibility and
shall not be an Operating Cost.

     (e)    With respect to Hotels located in Ontario, Canada, the Manager shall
register, if not already registered, with the Workplace Safety and Insurance
Board ("WSIB"). Immediately prior to the commencement of the Term and at 60-day
intervals thereafter, Manager shall request, in writing, to the WSIB the
necessary specific clearance certificate to be issued by the WSIB to Manager and
Owner confirming that Manager's WSIB account is in good standing. Manager shall,
at all times, accurately disclose all information required by the WSIB and shall
pay all amounts owing with respect to Workplace Safety and Insurance coverage
for its employees within the time period specified by the WSIB.

     7.4    SALES, MARKETING AND ADVERTISING. Manager shall and/or shall cause
one or more of its Affiliates to:

     (a)    advertise and promote the business of the Hotels;

     (b)    institute and supervise a sales and marketing program for the
Hotels;

     (c)    include the Hotels in Manager's and its Affiliates' local, regional
and worldwide promotional and advertising programs, in each case, related to the
applicable Brand;

                                       42
<Page>

     (d)    represent the Hotels through Manager's and its Affiliates' worldwide
sales offices;

     (e)    include the Hotels in the applicable loyalty programs, including,
without limitation, inclusion of the Hotels in promotional materials distributed
to participants of such program;

     (f)    coordinate the Hotels' participation in travel programs marketed by
airlines, travel agents and government tourist departments when Manager
determines such participation to be advisable; and

     (g)    cause the Hotels to participate in sales and promotional campaigns
and activities involving complimentary rooms, food and beverages to bona fide
travel agents, tourist officials and airline representatives where Manager has
determined that such participation is in furtherance of the Hotels' business and
is customary in the travel industry or in the practices and policies of Manager.

     7.5    RESERVATION AND COMMUNICATION SERVICES. The Hotels shall be included
as participating hotels on the Reservation System operated by Manager, its
Affiliates or agent(s) for the benefit of Staybridge Suites, InterContinental,
Crowne Plaza or Holiday Inn, as applicable, hotels from and after the Effective
Date. Manager will provide (or will cause its Affiliates to provide) the
following services to the Hotels through the Reservation System:

     (a)    acceptance of reservations for the Hotels through the applicable
Reservation System from individual customers and groups who contact Manager (or
its Affiliates or agents) directly or through a regional reservation or sale
office of Manager or its Affiliates or agents;

     (b)    acceptance of reservations for the Hotels through other hotels in
the applicable Brand;

     (c)    acceptance of reservations for the Hotels through the reservation
systems of other providers in the travel industry, including, without
limitation, global distribution systems and general sales agencies with which
Manager (or its Affiliates) may have agreements from time to time, whereby the
reservation systems of such parties are available for communication of
reservations to hotels in the applicable Brand;

                                       43
<Page>

     (d)    acceptance of reservations for the Hotels received through
alternative communications channels such as the internet; and

     (e)    access to the Hotels of the communications network used by Manager
(or its Affiliates) for communication between it and hotels in the applicable
Brand.

     7.6    MAINTENANCE AND REPAIRS. Subject to the terms hereof, Manager shall
promptly make or cause to be made all repairs, replacements, corrections,
maintenance, alterations, improvements, renovations, installations, renewals and
additions (collectively, "REPAIRS") of every kind and nature, whether interior
or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or
unforeseen or arising by reason of a condition existing prior to the
commencement of the Term (concealed or otherwise) necessary or appropriate to
maintain the Hotels (including all private roadways, sidewalks and curbs located
thereon) for which Owner, Purchaser or a Hotel has responsibility in good order
and repair, reasonable wear and tear excepted (whether or not the need for such
Repairs occurs as a result of Owner's or Manager's use, any prior use, Insurance
Requirements, the elements or the age of the Hotels, or any portion thereof),
and in conformity with Legal Requirements (including, without limitation,
retaining all construction lien holdbacks under the CONSTRUCTION LIEN ACT
(Ontario) and releasing such holdbacks only when all liens have expired or been
discharged or vacated, all notices have been withdrawn, and the time period for
filing any liens has expired), applicable Brand Standards and the Operating
Standards. All Repairs shall be made in a good, workmanlike manner, consistent
with Manager's and industry standards for like hotels in like locales, in
accordance with all applicable Legal Requirements and Insurance Requirements. To
the extent such Repairs cannot be performed by Manager's on-site staff, Manager
shall entitled to cause such repairs to be performed by third parties or,
subject to Owner's prior approval, Affiliates of Manager acting under separate
technical services agreements pursuant to SECTION 11.1.

     7.7    MATERIAL REPAIRS.

     (a)    Except as set forth in SECTION 7.7(b), prior to making any Material
Repair, Manager shall submit, to Owner in writing, a proposal setting forth, in
reasonable detail, the proposed Material Repair and shall provide to Owner such
plans and specifications, and such permits, licenses, contracts and such other
information concerning the same as Owner may reasonably

                                       44
<Page>

request. Owner shall have twenty (20) Business Days to approve or disapprove all
materials submitted to Owner, in connection with any such proposal; PROVIDED,
HOWEVER, (i) Owner may not withhold its approval of a Material Repair with
respect to such items as are (A) required in order for the Hotels to comply with
applicable Brand Standards (except during the last two (2) years of the Term as
set forth in SECTION 5.2(a)) or Operating Standards; or (B) required by reason
of or under any Insurance Requirement or Legal Requirement, or otherwise
required for the continued safe and orderly operation of each Hotel and (ii)
Owner's approval shall not be required with respect to the cost of any proposed
Material Repair if the same is set forth as a separate line item in the then
applicable approved Capital Replacements Budget. If Owner fails to disapprove of
such Material Repair within such twenty (20) Business Days, Owner shall be
deemed to have approved same.

     (b)    In the event that a condition should exist in or about a Hotel of an
emergency nature or in violation of applicable Legal Requirements or Insurance
Requirements, including structural conditions, which requires immediate repair
necessary to prevent imminent danger or damage to persons or property, Manager
is hereby authorized to take all steps and to make all expenditures necessary to
repair and correct any such condition, regardless of whether provisions have
been made in the applicable Yearly Budget for any such expenditures or if
sufficient funds exist in the Reserve Accounts. Upon the occurrence of such an
event or condition, Manager will communicate to Owner all available information
regarding such event or condition as soon as reasonably possible and will take
reasonable steps to obtain Owner's approval before incurring such expenses.
Expenditures under this SECTION 7.7(b) shall be paid from the Reserve Account to
the extent such expenditure is properly considered a Capital Replacement.

     (c)    No Capital Replacements shall be made which would tie-in or connect
a Hotel with any other improvements on property adjacent to such Hotel (and not
part of its Site) including, without limitation, tie-ins of buildings or other
structures or utilities (other than connections to public or private utilities)
without the prior written approval of Owner, which approval may be granted or
withheld in Owner' sole and absolute discretion.

     7.8    LIENS; CREDIT. Manager shall use commercially reasonable efforts to
prevent any liens from being filed against any Hotel which arise from any
Repairs in or to such Hotels. Manager shall use commercially reasonable efforts
to cause the

                                       45
<Page>

release of any such liens from the Hotels. If any such lien arises as a result
of or in connection with a Manager Default, then Manager shall bear the cost of
obtaining the lien release (exclusive of the cost of the Repair to which it
pertains, unless Manager is otherwise responsible therefor) and the same shall
not constitute an Operating Cost. In no event shall any party borrow money in
the name of, or pledge the credit of, any other party. Manager shall not allow
any lien to exist with respect to its interest in this Agreement. Manager shall
not finance the cost of any Repair by the granting of a lien on, or security
interest in, any Hotel or Manager's interest therein or hereunder.

     7.9    REAL ESTATE AND PERSONAL PROPERTY TAXES. Manager shall pay as
Operating Costs on behalf of Owner, prior to delinquency, all taxes and
assessments which may become a lien on, or are assessed against, any Hotel or
any component thereof and which may be due and payable for the Term, unless
payment thereof is being contested by Manager, as hereinafter provided,
enforcement is stayed and the amount so contested is escrowed or guaranteed in a
form satisfactory to Owner. Owner shall, promptly after receipt thereof by
Owner, give Manager copies of all notices as to all such taxes and assessments.

     7.10   GST AND RST. The parties acknowledge that the Owner is the supplier
of hotel services and that the Manager acts as the Owner's agent in making
supplies to the public of hotel services. The Owner authorizes Manager to
prepare and file GST and RST returns on behalf of the Owner, in the Owner's
name, and using the Owner's GST or RST registration number or vendor permit
number as the case may be. Manager shall apply Working Capital to the payment of
GST payable by Owner with respect to items which Manager pays on Owner's behalf
and shall cooperate with Owner to make the Working Capital available to Owner to
pay GST payable by Owner with respect to items which Manager does not pay on
Owner's behalf, including without limitation rent paid under the Lease. Owner
shall provide Manager with details of any GST or RST collected or paid by it
directly which detail is not otherwise available to Manager. Manager
acknowledges that pursuant to the Lease, all amounts in the Reserve Account and
all goods or services purchased with such funds belong to Purchaser.
Accordingly, GST paid from the funds in the Reserve Account shall not be
reflected on Owner's GST returns.

     7.11   CONTEST. Manager shall have the right in Manager's or Owner's name
to contest or protest any tax or assessment or proposed assessment which may
become a lien on, or be assessed

                                       46
<Page>

against, any Hotel or any component thereof due and for the Term or any Legal
Requirement payable by appropriate legal proceedings, conducted in good faith
and with due diligence, provided that (a) such contest shall not cause Purchaser
or Owner to be in default under any Authorized Mortgage, (b) no part of a Hotel
nor any Gross Revenues therefrom shall be in any immediate danger of sale,
forfeiture, attachment or loss, and (c) Owner and Purchaser are not exposed to
any risk for criminal or civil liability. The reasonable cost and expenses of
such contest or protest shall be Operating Costs.

     7.12   PRIVACY. Manager shall conduct the business of the Hotels in
compliance in all material respects with all applicable Legal Requirements
governing privacy and the protection of personal information (including, inter
alia, the personal information of patrons and employees of the Hotels),
including the Personal Information Protection and Electronic Documents Act
(Canada). The Manager shall implement a written privacy policy which governs the
collection, use and disclosure of personal information and shall comply in all
material respects with such policy.

                                    ARTICLE 8

                                 FISCAL MATTERS

     8.1    ACCOUNTING MATTERS.

     (a)    Manager shall maintain books and records reflecting the results of
Hotel operations on an accrual basis in accordance with the Uniform System of
Accounts and the Accounting Principles. Owner and Manager and their respective
independent accounting firms and representatives will have the right to examine
such books and records of the Hotel at any reasonable time and to make and
retain copies thereof. Manager shall retain, for at least three (3) years after
the expiration of each Fiscal Year, reasonably adequate records showing Gross
Revenues and applications thereof for the Hotels for such Fiscal Year (which
obligation shall survive the expiration or earlier termination of the Term).

     (b)    On or before the twenty-fifth (25th) day after the end of each
Fiscal Month, Manager shall furnish (or shall cause its Affiliates to furnish)
Owner with a detailed operating statement setting forth the results of
operations at the Hotels with respect to such month and year-to-date showing for
each Hotel and for all of the FF&E Pooled Hotels, Gross Revenues, Rooms
Revenues, revenue per available room, occupancy percentage and

                                       47
<Page>

average daily rate, Operating Costs, Operating Profit, the applications and
distributions thereof and any Owner's Percentage Priority together with an
Officer's Certificate. Such statements may be provided electronically to Owner.

     (c)    Not less than ten (10) days prior to the date on which Owner or any
of its Affiliates are required to file audited financial statements with the
United States Securities and Exchange Commission (but in all events on or before
February 15 of each year), Manager shall deliver to Owner and Purchaser an
Officer's Certificate (the "8.1(c) STATEMENT") setting forth for the prior year
the totals for each Hotel and for all of the FF&E Pooled Hotels of Gross
Revenues and Operating Costs, the calculation of Owner's Percentage Priority and
the Residual Distribution, Additional Rent under the PR Lease (if applicable)
and deposits to, and expenditures from, the Reserve Account together with an
Agreed Upon Procedure Letter with respect thereto. The cost of obtaining such
letter shall be an Operating Cost.

     (d)    If any amounts due to Owner as shown in an Officer's Certificate or
audit provided pursuant to SECTIONS 8.1(f) or 17.4 exceed the amounts previously
paid with respect thereto to Owner, Manager shall pay such excess to Owner at
such time as the Officer's Certificate or audit is delivered, together with
interest at the Interest Rate from the date due. (Any such interest which
accrues after the day that is ten (10) Business Days after the date on which the
8.1(c) Statement is delivered or is due and any such interest which results from
Manager's willful understatement of amounts due to Owner shall not be Operating
Costs, but shall be paid by Manager.) If Owner's Percentage Priority due as
shown in an Officer's Certificate or audit is less than the amount previously
paid with respect thereto to Owner, Owner shall be entitled to retain the same
but shall credit such overpayment against the next installment of Owner's
Percentage Priority. If any Management Fee due to Manager as shown on an
Officer's Certificate or audit is less than the amount previously paid to
Manager on account thereof, Manager shall, within ten (10) Business Days after
the date on which such Officer's Certificate or audit is delivered, deposit the
overpayment in the Bank Accounts. If the Residual Distribution due as shown on
the Officer's Certificate or audit is less than the amount previously paid to
Owner with respect thereto, Owner shall promptly deposit (or deliver to Manager
who will in turn deposit) the overpayment in the Bank Accounts. In no event
shall (i) any amount previously deposited in the Reserve Account be withdrawn
therefrom pursuant to this ARTICLE

                                       48
<Page>

8 or (ii) distributions of Owner's First Priority be subject to adjustment.

     (e)    In addition, Manager shall provide Owner with information relating
to the Hotels, Manager and its Affiliates that (i) may be required in order for
Owner, Purchaser or their Affiliates to prepare financial statements in
accordance with Accounting Principles or to comply with any Legal Requirement
including, without limitation, any applicable tax and securities laws and
regulations and the United States Securities and Exchange Commission's
interpretation thereof, (ii) may be required for Owner, Purchaser or any of
their Affiliates to prepare federal (United States and Canada), state,
provincial or local tax returns, including, without limitation, GST or (iii) is
of the type that Manager customarily prepares for other hotel owners or itself.

     (f)    At Owner's election and at Owner's cost except as otherwise provided
herein, a certified audit of the Hotels' operations may be performed annually,
and after the Expiration Date, by a nationally recognized, independent certified
public accounting firm appointed by Owner. In the event that Owner elects to
have such an audit performed, Owner must give notice of its election within
twelve (12) months after its receipt of the applicable 8.1(c) Statement. Any
dispute concerning the correctness of an audit shall be settled by Arbitration.
Manager shall pay the cost of any audit revealing an understatement of Owner's
Percentage Priority and the Residual Distribution by more than three percent
(3%) in the aggregate, and such cost shall not be an Operating Cost. In the
event that either no notice of audit is given within said twelve (12) months, or
no audit is in fact commenced within eighteen (18) months after receipt of the
8.1(c) Statement, such operating statement will constitute the final statement
for that Fiscal Year, deemed to have been approved by Owner.

     (g)    The terms of SECTIONS 8.1(a), 8.1(d) and 8.1(f) and any provisions
regarding dispute resolution set forth in this SECTION 8.1 shall survive the
expiration or earlier termination of the Term.

     8.2    YEARLY BUDGETS.

     (a)    Not less than sixty (60) days prior to the first day of each Fiscal
Year after the 2005 Fiscal Year, Manager shall submit to Owner for Owner's
approval a proposed Yearly Budget for each Hotel including a proposed Capital
Replacements Budget for each Hotel for the ensuing full or partial Fiscal Year,
as

                                       49
<Page>

the case may be. If Owner fails to disapprove of a proposed Yearly Budget within
thirty (30) days after the submission thereof to Owner for its approval, the
same shall be deemed approved. Together with each such Capital Replacements
Budget, Manager shall provide to Owner a proposed three-year capital forecast
for such Hotel for Owner's review and approval. Manager will, from time to time
not less often than quarterly, issue periodic forecasts of operating performance
to Owner reflecting any significant unanticipated changes, variables or events
or describing significant additional unanticipated items of income or expense.
Manager will provide Owner with the material data and information utilized in
preparing the Yearly Budgets and the Capital Replacements Budgets or any
revisions thereof. Manager will not be deemed to have made any guaranty,
warranty or representation whatsoever in connection with the Yearly Budgets and
the Capital Replacements Budgets, except that the proposed Yearly Budgets,
including the Capital Replacements Budgets, reflect Manager's best professional
estimates of the matters they describe. Manager shall use its reasonable
efforts, subject to the Operating Standards, to operate and manage the Hotels in
accordance with their Yearly Budgets. The Yearly Budgets for the Hotels for the
2005 Fiscal Year shall be those most recently delivered by Manager to Owner on
or before the Effective Date.

     (b)    In the event Owner disapproves or raises any objections to the
proposed Yearly Budget, or any portion thereof, or any revisions thereto, Owner
and Manager shall cooperate with each other in good faith to resolve the
disputed or objectionable items. If Owner disapproves of a proposed Yearly
Budget, Owner will disapprove on a specific line-by-line basis to the extent
reasonably practical. Any dispute with respect to a proposed Yearly Budget which
is not resolved by the parties within thirty (30) days after the submission
thereof to Owner shall be resolved by Arbitration.

     (c)    In the event Owner and Manager are not able to resolve the disputed
or objectionable matters raised by Owner in regard to a Yearly Budget prior to
the commencement of the applicable Fiscal Year, either voluntarily or by means
of Arbitration, Manager is authorized to operate the Hotel in accordance with
the proposed Yearly Budget; PROVIDED, HOWEVER, that as for disputed budget
items, Manager may not expend more than the previous year's budgeted amount for
such item (if any), increased by a percentage equal to the increase in (i) the
Consumer Price Index

                                       50
<Page>

during the last year, with respect to the non-Canadian Hotels and (ii) the
Canadian Consumer Price Index during the last year, with respect to the Canadian
Hotels, unless such expenditure is of the type contemplated under SECTION 7.7(b)
or is for an expense (such as real estate taxes, insurance premiums or
utilities) which are beyond the Manager's reasonable control; PROVIDED FURTHER,
HOWEVER, Manager shall not expend on account of Capital Replacements in any
period for any Hotel an amount in excess of five percent (5%) of such Hotel's
Gross Revenues for such period other than pursuant to an approved Capital
Replacements Budget or with the prior written consent of Owner or in connection
with the up to $25,000,000 required to be expended by Manager's Affiliates
pursuant to Section 5.2.1 of the Purchase Agreement. For purposes of this
section, "increase in the Consumer Price Index during the last year" shall mean
the percentage increase in the Consumer Price Index for the twelve (12) month
period ending immediately prior to the date of submission of the disputed
proposed Yearly Budget, and "increase in the Canadian Consumer Price Index
during the last year" shall mean the percentage increase in the Canadian
Consumer Price Index for the twelve (12) month period ending immediately prior
to the date of submission of the disputed proposed Yearly Budget.

     8.3    BANK ACCOUNTS.

     (a)    The revenues of the Hotels shall be deposited into the one or more
Bank Accounts. The Bank Accounts will be separate and distinct from any other
accounts, reserves or deposits required by this Agreement, and Manager's
designees who are included in the coverage of any required fidelity or similar
insurance will be the only parties authorized to draw upon any Bank Account;
PROVIDED, HOWEVER, such designees shall only be authorized to draw upon a Bank
Account for purposes authorized by the terms of this Agreement.

     (b)    So long as this Agreement is in full force and effect and there is
no uncured Manager Default, Manager shall have exclusive control of the Bank
Accounts. Nothing contained herein is to be construed as preventing Manager from
maintaining separate payroll accounts or petty cash funds and making payments
therefrom as the same may be customary in the hotel business or the applicable
Brand Standards.

     8.4    CONSOLIDATED FINANCIALS. Each Ultimate Parent of Manager and each
Guarantor shall furnish to Owner within ten (10) days after the filing by such
Ultimate Parent or any Guarantor of any material filing with respect to the
securities of such Ultimate Parent or such Guarantor or any financial statement
with any governmental agency, quasi-governmental

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agency or stock exchange, a copy of the same; PROVIDED, HOWEVER, if a Guarantor
or Ultimate Parent of Manager is not required to file interim and annual
financial statements with the Securities and Exchange Commission or its
equivalent in the United Kingdom such Guarantor or Ultimate Parent shall furnish
the following statements to Owner:

     (a)    Within forty-five (45) days after each interim period for which such
Ultimate Parent or Guarantor prepares Consolidated Financials, the Consolidated
Financials of such Ultimate Parent or Guarantor for such period accompanied by
an Officer's Certificate; and

     (b)    within ninety (90) days after each fiscal year of such Ultimate
Parent or Guarantor, the Consolidated Financials of such Ultimate Parent or such
Guarantor for such fiscal year audited by a firm of independent certified public
accountants reasonably satisfactory to Owner accompanied by an Officer's
Certificate.

                                    ARTICLE 9

                                 FEES TO MANAGER

     9.1    MANAGEMENT FEES.

     (a)    As consideration for the management and operation of the Hotels by
Manager, Manager shall earn the following fees, which fees shall be payable as
provided in SECTION 10.1.

            (i)    The Base Management Fee shall be paid in monthly installments
     in arrears based on the Gross Revenues of the Hotels for the prior Fiscal
     Month. The Base Management Fee for any period less than a full twelve (12)
     month Fiscal Year shall be paid on the basis of Gross Revenues for that
     period.

            (ii)   The Incentive Management Fee shall be paid in monthly
     installments in arrears. The Incentive Management Fee for any period less
     than a full twelve (12) month Fiscal Year shall be paid on the basis of
     Gross Revenues for that period.

     (b)    So long as the PR Property shall be a Pooled FF&E Hotel, Owner shall
be entitled to offset against the Management Fees any amounts then due and owing
to Owner or any of its Affiliates under the PR Lease or the PR Indemnity, and
Manager

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shall not pay itself any amount which Owner is so entitled to offset.

     (c)    The parties acknowledge that services performed by the Manager
hereunder in connection with a Canadian Hotel constitute one or more "taxable
supplies" for GST purposes. As a result, GST is applicable and must be charged
and collected from Owner by Manager in addition to and calculated on the Base
Management Fee, the Incentive Management Fee, and that part of the Operating
Costs incurred by the Manager and reimbursed in connection with this Agreement.

     9.2    SYSTEM FEES. Manager shall pay, as Operating Costs on behalf of
Owner, usual and customary system fees and assessments on an area-wide basis for
the systems of hotels comprising the applicable Brand which currently include:

     (a)    with respect to the Staybridge Brand, (i) a reservation and
marketing fee of three percent (3.0%) of Rooms Revenue, (ii) a Priority Club Fee
of four and three-quarters percent (4.75%) of all qualifying folio revenue at a
Hotel to Priority Club (i.e., the loyalty program of the Brands) members, (iii)
a Technology Fee equal to $10.80 per guest room per month, (iv) an e-mail
service fee equal to $15.00 per e-mail user per month and (v) an accounting fee
of $15.00 per month per guest room;

     (b)    with respect to the InterContinental Brand, (i) a reservation and
marketing fee of three percent (3.0%) of Rooms Revenue, (ii) a Priority Club Fee
of four and three-quarters percent (4.75%) of all qualifying folio revenue at a
Hotel to Priority Club members, (iii) a Technology Fee equal to $10.80 per guest
room per month, (iv) an e-mail service fee equal to $15.00 per e-mail user per
month and (v) an accounting fee of $15.00 per guest room per month;

     (c)    with respect to the Crowne Plaza Brand, (i) a reservation and
marketing fee of three percent (3.0%) of Rooms Revenue, (ii) a Priority Club Fee
of four and three-quarters percent (4.75%) of all qualifying folio revenue at a
Hotel to Priority Club members, (iii) a Technology Fee equal to $10.80 per guest
room per month, (iv) an e-mail service fee equal to $15.00 per e-mail user per
month and (v) an accounting fee of $15.00 per guest room per month; and

     (d)    with respect to the Holiday Inn Brand, (i) a reservation and
marketing fee of three percent (3.0%) of Rooms Revenue, (ii) a Priority Club Fee
of four and three-quarters

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percent (4.75%) of all qualifying folio revenue at a Hotel to Priority Club
members, (iii) a Technology Fee equal to $10.80 per guest room per month, (iv)
an e-mail service fee equal to $15.00 per e-mail user per month and (v) an
accounting fee of $15.00 per guest room per month.

Each of the foregoing System Fees and other fees shall be adjusted from time to
time to reflect the Hotels' equitable portion of the Manager's and/or its
Affiliates' actual out-of-pocket costs for providing the services to which such
fees pertain and only in accordance with changes generally applicable to the
Brand in question. Not less frequently than annually, Manager shall provide to
Owner financial statements with respect to all fees comparable to the System
Fees collected by Manager and/or its Affiliates and the applications thereof;
PROVIDED, HOWEVER, Manager shall not be obligated to provide such statements
with respect to the accounting fee, the Technology Fee or the e-mail service
fees until such time as it has in place the means of producing such statements.
Manager covenants, warrants and represents that (i) each hotel in the applicable
Brand (other than the Intercontinental Brand) pays, and shall at all times pay,
the same System Fees for such services and all such System Fees collected by
Manager and/or its Affiliates are, and will be, applied to the cost of providing
such services to all hotels in such Brand, (ii) the e-mail service fees and the
accounting fees being charged under this Agreement are no higher than the
amounts being charged for such services in at least fifty (50%) of the other
hotels in the U.S. and Canada which are being managed by Manager or its
Affiliates under management agreements dated after January 1, 2000 (exclusive of
any other management agreements with Owner or its Affiliates) and the
percentages of any increases in such fees charged under this Agreement shall not
be higher than the comparable percentages of increases charged to such other
hotels under such other management agreements and (iii) the System Fees being
charged under this Agreement for the Intercontinental Brand are no higher than
the amounts being charged in at least fifty (50%) of the other Intercontinental
Brand hotels in the U.S. and Canada which are being managed by Manager or its
Affiliates under management agreements dated on or after January 1, 2000
(exclusive of any other management agreements with Owner or its Affiliates) and
the percentages of any increases in such fees charged under this Agreement shall
not be higher than the comparable percentages of increases charged to such other
hotels under such other management agreements. Other than with respect to the
System Fees for the InterContinental Hotels, Manager or its Affiliates shall not
make any profits from the System Fees

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except to the extent that such profit for any year shall be applied to the cost
of providing such services in the subsequent year or future years; PROVIDED,
HOWEVER, Manager and its Affiliates shall not retain any such profits for an
unreasonable period of time. Any disputes under this SECTION 9.2 shall be
resolved by Arbitration.

All System Fees and e-mail service fees and accounting fees described above
shall accrue monthly, when billed, but in no event shall any such fees accrue
prior to the end of the month for which they are incurred.

                                   ARTICLE 10

                                  DISBURSEMENTS

     10.1   DISBURSEMENT OF FUNDS. As and when received by Manager or the
Hotels, all Gross Revenues from all of the Hotels shall be deposited into the
Bank Accounts and, subject to the terms of SECTIONS 8.1 AND 10.6, applied in the
following order of priority to the extent available:

     (a)    First, to pay all Operating Costs;

     (b)    Second, to fund the Reserve Account as required by SECTION 5.2 for
the previous Fiscal Month;

     (c)    Third, to Owner, all accrued but unpaid Owner's First Priority for
the Fiscal Year to which such Gross Revenues pertain (net of amounts theretofore
paid from Gross Revenues by Manager on behalf of Owner on account of debt
service due under an Authorized Mortgage as provided in SECTION 4.3(c));

     (d)    Fourth, (i) to reimburse Manager for any amounts advanced by Manager
pursuant to SECTION 5.2(d) together with interest on the outstanding amounts
thereof at the Interest Rate (determined as of the date of the applicable
advance) and (ii) to pay for Capital Replacements which Owner failed to timely
fund in violation of SECTION 5.2(d);

     (e)    Fifth, to fund the Reserve Account to the extent that the aggregate
amounts previously funded for prior periods is less than the amount required to
be funded for such periods pursuant to the terms of SECTION 5.2;

     (f)    Sixth, to Manager, interest at the Interest Rate (determined as of
the date of the applicable advance) on any

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outstanding amounts advanced by Manager pursuant to SECTION 15.2(c);

     (g)    Seventh, to Manager, any accrued but unpaid Base Management Fee for
the Fiscal Year to which such Gross Revenues pertain but not for any other
period;

     (h)    Eighth, to Owner, all accrued but unpaid Owner's Second Priority for
the Fiscal Year to which such Gross Revenues pertain but not for any other
period (and, without duplication for amounts netted under SECTION 10.1(c), net
of amounts theretofore paid from Gross Revenues by Manager on behalf of Owner on
account of debt service due under an Authorized Mortgage as provided in SECTION
4.3(c));

     (i)    Ninth, (commencing in 2007) to Owner, all accrued but unpaid Owner's
Percentage Priority for all of the Hotels;

     (j)    Tenth, to reimburse Owner for any advances made by Owner to Working
Capital;

     (k)    Eleventh, to reimburse Manager for any advances made by Manager to
Working Capital in excess of the Initial Working Capital;

     (l)    Twelfth, prior to the Severance Date, provided the Guarantor is not
in default of any of its obligations under the Guaranty, to reimburse the
Guarantor for any unreimbursed payments made by it on account of the Guaranteed
Obligations under the Guaranty; PROVIDED, HOWEVER, if the Guarantor shall have
Provided Collateral (as defined in the Guaranty) under the Guaranty, then the
amount to be reimbursed to the Guarantor under this SECTION 10.1(l) shall be
disbursed to Owner, to be held by Owner as collateral for the Guarantor's
obligations under the Guaranty until the Outstanding Balance under the Guaranty
is equal to zero dollars ($0); PROVIDED FURTHER, however, that any amounts which
would otherwise be reimbursed to the Guarantor shall first be applied to any
amount due under the PR Guaranty;

     (m)    Thirteenth, to reimburse Owner for any advances made by Owner or
Purchaser to the Reserve Account pursuant to SECTION 5.2(c)(iii);

     (n)    Fourteenth, to reimburse Manager for (i) outstanding advances made
by Manager pursuant to SECTION 15.2(c) to the extent then due and payable and
(ii) other contributions made by

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it to the Reserve Account other than pursuant to SECTION 5.2(d) or SECTION
5.2(f);

     (o)    Fifteenth, to Owner, all accrued and unpaid Owner's First Priority
for prior periods;

     (p)    Sixteenth, to pay Manager accrued but unpaid Base Management Fees
for prior periods;

     (q)    Seventeenth, to Owner, all accrued and unpaid Owner's Second
Priority for prior periods; and

     (r)    Eighteenth, to Manager, the Incentive Management Fee.

     10.2   RESIDUAL DISTRIBUTION. Simultaneously with the making of each
payment of the Incentive Management Fee, the then remaining Gross Revenues will
be disbursed to Owner. Except as herein provided, Manager shall have no
responsibility to incur Operating Costs or undertake any Capital Replacement
except to the extent Manager is reasonably assured that funds to pay such
Operating Costs and for such Capital Replacements will be timely available.

     10.3   OWNER'S FIRST PRIORITY. Owner's First Priority shall be due and
payable in advance in equal monthly installments on the first day of each Fiscal
Month, pro-rated for any partial month, regardless of any inadequacy of Gross
Revenues or Operating Profits. If any installment of Owner's First Priority is
not paid when due, the same shall accrue interest at the Interest Rate. (Such
interest shall be payable on demand, shall not be an Operating Cost, and shall
be paid by Manager.) Appropriate adjustments shall be made to reflect any change
in Owner's First Priority on account of advances made pursuant to SECTIONS
5.2(c) or 15.2 by Owner or Purchaser when such advances are made, provided any
additional amounts of Owner's First Priority due by reason of any such advance
for the month in which such advance is made shall not be due and payable until
the first Business Day of the month next after the date as of which such change
occurs. As installments of Owner's First Priority are to be paid in advance,
Manager may advance amounts due on account of a monthly installment of Owner's
First Priority for a Fiscal Month and reimburse itself from Operating Profits
for such Fiscal Month the amounts so advanced; PROVIDED, HOWEVER, if Operating
Profits of all of the Hotels for such Fiscal Month in excess of the amount to be
contributed to the Reserve Account pursuant to SECTION 5.2 are insufficient to
make such reimbursements, the amount of such insufficiency shall be deemed an
advance under the PR Guaranty to the extent any amount

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<Page>

is owed thereunder and then an advance to Working Capital, and Manager shall be
entitled to the reimbursement thereof only pursuant to SECTION 10.1(k);
PROVIDED, HOWEVER, unless such advance is deemed an advance under the PR
Guaranty, by notice given to Owner within thirty (30) days after the end of such
Fiscal Month, Manager may elect to deem the amount of such insufficiency an
advance under the Guaranty (and not an advance to Working Capital). If Manager
shall so make such election, the amount of such insufficiency shall be
reimbursed to the Guarantor as provided in SECTION 10.1(l). If Owner fails to
receive any installment of Owner's First Priority as and when due, Owner may
terminate this Agreement on not less than thirty (30) days' notice; PROVIDED,
HOWEVER, such notice shall be void AB INITIO if such installment together with
any interest accrued thereon is paid to Owner prior to the thirtieth (30th) day
after such notice is given.

     10.4   OWNER'S PERCENTAGE PRIORITY. Owner's Percentage Priority shall be
calculated on a Hotel-by-Hotel basis, and shall accrue and be payable in monthly
installments to the extent that Gross Revenues year-to-date at any Hotel exceed
Gross Revenues for such Hotel for the corresponding period in its Base Year. The
installment of Owner's Percentage Priority for all of the Hotels for each Fiscal
Month shall be due and payable on the twenty fifth (25th) day of the following
month. Owner's Percentage Priority with respect to any Hotel located in Canada
shall be calculated in Canadian dollars but shall be paid to Owner in United
States dollars in accordance with SECTION 24.24.

     10.5   OWNER'S SECOND PRIORITY. Owner's Second Priority shall accrue in
equal monthly installments on the first day of each Fiscal Month, pro-rated for
any partial month, and shall be paid as provided in SECTION 10.1; PROVIDED,
HOWEVER, all accrued and unpaid Owner's Second Priority shall be due and payable
upon the expiration or earlier termination of the Term. Appropriate adjustments
shall be made to reflect any change in Owner's Second Priority on account of
advances made by Owner or Purchaser pursuant to SECTIONS 5.2(c)(ii) when such
advances are made, provided any additional amounts of Owner's Second Priority
due by reason of any such advance for the month in which such advance is made
shall not be due and payable until the first Business Day of the month next
after the date as of which such change occurs.

     10.6   NO INTEREST. Except as expressly provided herein, no interest shall
accrue or be payable to either party hereunder on account of any amount owed to
such party hereunder.

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     10.7   CALCULATION OF INTERIM DISBURSEMENTS. Other than as described in
SECTIONS 5.2 or 10.3, the priority order for disbursement of Gross Revenues set
forth in SECTION 10.1 shall be determined on an annual basis in accordance with
SECTION 8.1; PROVIDED, HOWEVER, there shall be interim monthly disbursements to
which the following shall apply:

     (a)    Each month during a Fiscal Year, the disbursements of Gross Revenues
will be made on a cumulative, year-to-date basis based on Manager's monthly
statements delivered pursuant to SECTION 8.1(b) as if that year-to-date period
represented a full Fiscal Year.

     (b)    If a statement delivered pursuant to SECTION 8.1(b) reflects any
overpayment (other than with respect to Owner's First Priority or amounts to be
contributed to the Reserve Account), the party which received such overpayment
shall deposit the same in the Bank Accounts (or remit the same to Manager for
such deposit) and the same shall then be dispersed in the order specified in
SECTION 10.1.

     10.8   AMOUNTS OUTSTANDING AT END OF TERM. Unless this Agreement is
wrongfully terminated by Owner, then upon the expiration or earlier termination
of this Agreement, Manager shall have no claim against Owner, Purchaser or the
Hotels for amounts owed to it under this Agreement which have not been paid by
reason of the inadequacy of Gross Revenues or Operating Profits.

     10.9   ALLOCATION OF OWNER'S FIXED PRIORITY. Owner's Fixed Priority shall
initially be allocated among the Hotels as set forth in EXHIBIT C. Upon any
increase to Owner's Fixed Priority by reason of any advance made pursuant to
SECTION 5.2(c) or SECTION 15.2, such increase shall be allocated to each Hotel
to the extent such advance was made for such Hotel. In the event of an
adjustment to Owner's First Priority or Owner's Second Priority pursuant to
SECTIONS 2.7 or 24.17, such adjustment shall be allocated among the remaining
Hotels in proportion to their allocated share of Owner's First Priority
immediately prior to such adjustment.

     10.10  SURVIVAL. The terms of this ARTICLE 10 shall survive the expiration
or earlier termination of the Term.

                                   ARTICLE 11

                             CERTAIN OTHER SERVICES

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     11.1   OPTIONAL SERVICES. Owner acknowledges that Manager and its
Affiliates sometimes provide separate, optional services which may relate to the
Hotels in addition to those which are encompassed by this Agreement. Owner
agrees to consider in good faith any proposals presented to it by Manager or any
of Manager's Affiliates for such additional services relative to the Hotels; it
being understood, however, that this SECTION 11.1 shall in no event be construed
to require Owner to accept any such proposals.

     11.2   PURCHASING. In making purchasing decisions with respect to products
and services used in the operation of the Hotels, Manager will exercise
reasonable business judgment in accordance with the Operating Standards. Manager
shall be entitled to contract with its Affiliates, others in whom Manager or its
Affiliates have an ownership interest and others with whom Manager or its
Affiliates have contractual relationships to provide goods and/or services to
the Hotels, provided that the prices and/or terms for such goods and/or services
are competitive and no worse than the prices and/or terms that such provider
charges unrelated third parties. In determining whether such prices and/or terms
are so competitive, they will be compared to the prices and/or terms which are
available from comparably qualified providers for goods and/or services of
similar quality grouped in reasonable categories, rather than being compared
item by item. Subject to the foregoing proviso, the prices charged for such
goods or services may include overhead and the allowance of a reasonable return
to the provider. Subject to the foregoing proviso, Owner acknowledges and agrees
that the providers of such goods and/or services may retain for their own
benefit any credits, rebates or commissions received with respect to such
purchases. Notwithstanding anything contained herein to the contrary, Manager
will act in a manner that enables Owner and the Hotels to gain not less than the
same benefits with respect to purchasing as are made available to other hotels
of the same category as the Hotels which other hotels are owned or operated by
Manager or its Affiliates. Disputes under this SECTION 11.2 shall be resolved by
Arbitration.

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                                   ARTICLE 12

                             SIGNS AND SERVICE MARKS

     12.1   SIGNS. To the extent not in place on the Effective Date, Manager
agrees to erect and install, in accordance with all applicable Legal
Requirements, all necessary signs under the applicable Brand Standards.

     12.2   SYSTEM MARKS. It is understood and agreed by Owner that the names
Staybridge Suites, InterContinental, Crowne Plaza and Holiday Inn and all System
Marks are the exclusive property of Manager or its Affiliates. Owner agrees and
acknowledges the exclusive right of ownership of Manager and its Affiliates to
the System Marks and the Reservation Systems. Except for any rights expressly
granted to Owner in this Agreement, Owner hereby disclaims any right or interest
therein, regardless of the legal protection afforded thereto. Except for any
rights expressly granted to Owner in this Agreement, in the event of termination
or cancellation of this Agreement, whether as a result of a default by Manager
or otherwise, Owner shall not hold itself out as, or operate the Hotels as,
Staybridge Suites, InterContinental, Crowne Plaza and Holiday Inn, as
applicable, hotels, and will immediately cease using such names and all other
System Marks in connection with the name or operation of each Hotel as of the
Expiration Date. Promptly after the Expiration Date (or such later date on which
Manager shall cease to operate the Hotels) and the expiration of any right
granted to Owner to use the System Marks, subject to the terms of SECTION 17.4,
Owner shall remove all signs, furnishings, printed material, emblems, slogans or
other distinguishing characteristics which are now or hereafter may be connected
or identified with an applicable Brand or Reservation System. Owner shall not
use any System Marks or any part, combination or variation thereof in the name
of any partnership, corporation or other business entity, nor allow the use
thereof by others.

     12.3   SYSTEM MARK LITIGATION.

     (a)    Manager, IHG and each other Guarantor shall hold Owner and its
Affiliates harmless from and indemnify and defend Owner and its Affiliates
against any and all costs and expenses incurred by Owner or its Affiliates
(including, without limitation, attorneys' fees reasonably incurred), arising
out of the use of System Marks at or in connection with the operation of the
Hotels by Owner or its designees pursuant to the terms of this Agreement or by
Manager or its Affiliates.

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     (b)    In the event a Hotel, Owner or Manager is the subject of any
litigation or action brought by any party seeking to claim rights in or to
restrain the use of any System Mark used by Manager in connection with the
Hotel, then, provided Owner is a party to such litigation or action and further
provided that Manager shall have provided to Owner either a guaranty in form and
substance reasonably satisfactory to Owner with respect to Manager's obligations
under SECTION 12.3(a) or collateral to secure Manager's obligations under
SECTION 12.3(a) reasonably satisfactory to Owner, the conduct of any suit
whether brought by Manager or instituted against Owner and/or Manager shall be
under the absolute control of counsel nominated and retained by Manager
notwithstanding that Manager may not be a party to such suit.

     (c)    The Owner shall not bring suit against any user of any System Mark
alleging or asserting any claim based on Owner's right, title or interest as of
the Effective Date in any System Mark.

     (d)    The terms of this SECTION 12.3 shall survive the expiration or
earlier termination of this Agreement.

     12.4   OTHER INTELLECTUAL PROPERTY PROVISIONS. Owner acknowledges that
Manager or Manager's Affiliates are or may become the owner or licensee of
certain intellectual property including: (a) software for use at one or more
facilities managed by Manager or Manager's Affiliates and all source and object
code versions thereof and all related documentation, flow charts, user manuals,
listing and service/operator manuals and any enhancements, modifications or
substitutions thereof; and (b) operating methods, procedures and policies and
(c) upgrades and improvements to the foregoing (as the same may be upgraded or
improved, collectively, "INTELLECTUAL PROPERTY"). Manager shall utilize the
Intellectual Property to the extent necessary or appropriate in connection with
the operation of the Hotels for the purpose of carrying out its obligations
hereunder. Subject to the terms of SECTIONS 6.1 AND 24.1, such use shall be
strictly on a non-exclusive basis and neither such use nor anything contained in
this Agreement shall confer any proprietary or other rights in the Intellectual
Property on Owner or any third parties.

                                   ARTICLE 13

                                    INSURANCE

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     13.1   INSURANCE COVERAGE. Unless Owner elects to procure and maintain the
insurance required hereunder, as an Operating Cost, which election may be made
from time to time and withdrawn from time to time on not less than thirty (30)
days' notice, then, to the extent commercially available (regardless of whether
it is available on reasonable terms), Manager shall procure and maintain as an
Operating Cost, at all times during the Term or while it is in possession of any
of the Hotels, reasonable and adequate amounts of casualty, liability and other
usual and customary types of insurance for the Hotels and their operations.
Without limiting the generality of the foregoing, Manager shall obtain and
maintain, with insurance companies of recognized responsibility, a minimum of
the following insurance to the extent commercially available (regardless of
whether it is available on reasonable terms):

     (a)    "Special Form" property insurance, including insurance against loss
or damage by fire, vandalism and malicious mischief, terrorism (if available on
commercially reasonable terms), earthquake, explosion of steam boilers, pressure
vessels or other similar apparatus, now or hereafter installed in the Hotels,
with equivalent coverage as that provided by the usual extended coverage
endorsements, in an amount equal to one hundred percent (100%) of the then full
replacement cost of the property requiring replacement (excluding foundations)
from time to time, including an increased cost of construction endorsement;

     (b)    Business interruption and blanket earnings plus extra expense under
a rental value insurance policy or endorsement covering risk of loss during the
lesser of the first twelve (12) months of reconstruction or the actual
reconstruction period necessitated by the occurrence of any of the hazards
described in subparagraph (a) above, in such amounts as may be customary for
comparable properties managed or leased by Manager or its Affiliates in the
surrounding area and in an amount sufficient to prevent Owner or Purchaser from
becoming a co-insurer;

     (c)    Commercial general liability insurance, including bodily injury and
property damage (on an occurrence basis and on a 1993 ISO CGL form or on a form
customarily maintained by similarly situated hotels, including, without
limitation, broad form contractual liability, independent contractor's hazard
and completed operations coverage, aggregate limit as applicable) in an amount
not less than Two Million Dollars ($2,000,000) per occurrence and umbrella
coverage of all such claims in an amount not less than Fifty Million Dollars
($50,000,000) per occurrence;

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     (d)    Flood (if a Hotel is located in whole or in part within an area
identified as an area having special flood hazards and in which flood insurance
has been made available under the National Flood Insurance Act of 1968, as
amended, or the Flood Disaster Protection Act of 1973, as amended, or any
successor acts thereto) and insurance against such other hazards and in such
amounts as may be available under the National Flood Insurance Program and
customary for comparable properties in the area;

     (e)    Worker's compensation insurance coverage for all persons employed by
Manager at the Hotels with statutory limits and otherwise with limits of and
provisions in accordance with Legal Requirements and employer's liability
insurance as is customarily carried by similar employers which coverage shall be
written by an insurance company of recognized responsibility, as a qualified
self-insurer subject to applicable state requirements and approvals, or specific
to the State of Texas, as a nonsubscriber;

     (f)    Employment practices liability insurance with limits of Twenty Five
Million Dollars ($25,000,000); and

     (g)    Such additional insurance as may be required, from time to time by
(i) any Legal Requirement, (ii) any holder of an Authorized Mortgage or (iii)
which is otherwise reasonably required upon advance notice given to Manager in
accordance with the terms hereof.

     13.2   INSURANCE POLICIES.

     (a)    All insurance provided for under this ARTICLE 13 must be effected by
policies issued by insurance companies of good reputation and of sound financial
responsibility and will be subject to Owner's reasonable approval.

     (b)    All insurance policies (other than workers' compensation policies)
shall be issued in the name of Purchaser with Manager and Owner and any holder
of an Authorized Mortgage being named as additional insureds; PROVIDED, HOWEVER,
subject to Owner's obligations under ARTICLE 15, Manager shall not be named as
an additional insured on, and shall not have any interest in the proceeds of,
any property insurance. Purchaser or the holder of an Authorized Mortgage shall
be named loss payee(s) on any property insurance.

     (c)    The insurance herein required may be brought within the coverage of
a so-called blanket policy or policies of

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insurance carried and maintained by Owner or Manager, provided that such blanket
policies fulfill the requirements contained herein.

     (d)    In the event Owner or Manager believes that the then full
replacement cost of a Hotel has increased or decreased at any time during the
Term, such party, at its own cost, shall have the right to have such full
replacement cost redetermined by an independent accredited appraiser approved by
the other, which approval shall not be unreasonably withheld or delayed. The
party desiring to have the full replacement cost so redetermined shall
forthwith, on receipt of such determination by such appraiser, give written
notice thereof to the other parties. The determination of such appraiser shall
be final and binding on the parties hereto until any subsequent determination
under this SECTION 13.2(d), and the party obligated to maintain insurance
hereunder shall forthwith conform the amount of the insurance carried to the
amount so determined by the appraiser. Such replacement value determination will
not be necessary so long as a Hotel is insured through a blanket replacement
value policy.

     (e)    All insurance policies and endorsements required pursuant to this
ARTICLE 13 shall be fully paid for, nonassessable and, except for umbrella,
worker's compensation, flood and earthquake coverage, shall be issued by
insurance carriers authorized to do business in the state/province where each
Hotel is located, having a general policy holder's rating of no less than B++ in
Best's latest rating guide.

     (f)    All such policies shall provide Owner, Manager and any holder of an
Authorized Mortgage if required by the same, thirty (30) days' prior written
notice of any material change or cancellation of such policy and the property
insurance policies shall provide for a waiver of subrogation, to the extent
available.

     13.3   INSURANCE CERTIFICATES. Manager shall deliver to Owner, Purchaser
and any holder of an Authorized Mortgage, certificates of insurance with respect
to all policies so procured by it and, in the case of insurance policies about
to expire, shall deliver certificates with respect to the renewal thereof. In
the event Manager shall fail to effect such insurance as herein required, to pay
the premiums therefor, or to deliver, within fifteen (15) days of a request
therefor, such certificates, Owner shall have the right, but not the obligation,
to acquire such insurance and pay the premiums therefor, which amounts shall be
payable to Owner, upon demand,

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as an Operating Cost, together with interest accrued thereon at the Interest
Rate (which interest shall not be an Operating Cost, but shall be paid by
Manager) from the date such payment is made until (but excluding) the date
repaid.

     13.4   INSURANCE PROCEEDS. All proceeds payable by reason of any loss or
damage to a Hotel, or any portion thereof (other than the proceeds of any
business interruption insurance), shall be paid directly to Purchaser as its
interest may appear and all loss adjustments with respect to losses payable to
Manager shall require the prior written consent of Purchaser.

     13.5   MANAGER'S INSURANCE PROGRAM.

     (a)    Manager will obtain quotations for insurance on an annual basis and
provide, when available, such quotations to Owner for its approval or rejection.
If Owner rejects such quotations, it may obtain such insurance and thereafter
Owner shall maintain, as an Operating Cost, the insurance, the quotation for
which Owner rejected.

     (b)    Owner acknowledges that in the event the insurance required
hereunder is provided through Manager's insurance program, to the extent
available, the costs and charges therefor will be paid as an Operating Cost
without regard to whether such payment is to an Affiliate of Manager and whether
that Affiliate receives a profit as a result thereof.

                                   ARTICLE 14

                    INDEMNIFICATION AND WAIVER OF SUBROGATION

     14.1   INDEMNIFICATION. Each of the parties hereto shall indemnify, defend
and hold harmless the other for, from and against any cost, loss, damage or
expense (including, but not limited to, reasonable attorneys' fees and all court
costs and other expenses of litigation, whether or not taxable under local law)
to the extent caused by or arising from: the failure of the indemnifying party
to duly and punctually perform any of its obligations owed to the other; or any
gross negligence or willful misconduct of the indemnifying party.

     14.2   WAIVER OF SUBROGATION. To the fullest extent permitted by law, each
of Owner and Manager hereby waives any and all rights of subrogation and right
of recovery or cause of action, and agrees to release the other and Purchaser
from liability for loss or damage to property to the extent such loss or damage
is covered by valid and collectible insurance in

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effect at the time of such loss or damage or which would have been covered if
the insurance required by this Agreement were being carried (unless the same is
not carried due to the fault of Owner); PROVIDED, HOWEVER, that such waiver
shall be of no force or effect if the party benefiting therefrom fails to obtain
and maintain the insurance required to be obtained and maintained by it. Such
waivers are in addition to, and not in limitation or derogation of, any other
waiver or release contained in this Agreement. Written notice of the terms of
the above waivers shall be given to the insurance carriers of Owner and Manager,
and the insurance policies shall be properly endorsed, if necessary, to prevent
the invalidation of said policies by reason of such waivers.

     14.3   SURVIVAL. The terms of this ARTICLE 14 shall survive the expiration
or earlier termination of this Agreement.

                                   ARTICLE 15

                     DAMAGE TO AND DESTRUCTION OF THE HOTEL

     15.1   TERMINATION.

     (a)    If during the Term any Hotel shall be totally or partially destroyed
and the Hotel is thereby rendered Unsuitable for Its Permitted Use, (i) Manager
may terminate this Agreement with respect to such Hotel on sixty (60) days'
written notice to Owner, or (ii) Owner may terminate this Agreement with respect
to such Hotel on not less than sixty (60) days' written notice to Manager,
whereupon, this Agreement, with respect to such Hotel, shall terminate and Owner
or Purchaser shall be entitled to retain the insurance proceeds payable on
account of such damage.

     (b)    Notwithstanding any provisions of SECTION 15.2 below to the
contrary, if damage to or destruction of any Hotel occurs during the last twenty
four (24) months of the then Term (after giving effect to any exercised options
to extend the same) and if such damage or destruction cannot reasonably be
expected to be fully repaired and restored prior to the date that is twelve (12)
months prior to the end of such Term, then either Owner or Manager may terminate
this Agreement with respect to such Hotel on not less than thirty (30) days'
advance notice.

     (c)    Upon any termination under this ARTICLE 15 or Article 16, Owner's
First Priority and Owner's Second Priority shall be reduced as follows:

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            (i)    Such reduction to Owner's First Priority shall be in an
     amount such that after giving effect to such reduction the ratio of Owner's
     First Priority to the NOI of the Hotels (other than the Hotel with respect
     to which this Agreement has been so terminated) for the most recently ended
     full twelve (12) calendar months prior to the date of the casualty or
     Condemnation shall equal the ratio of Owner's First Priority before such
     reduction to the NOI of all the Hotels (including, the Hotel with respect
     to which this Agreement has been terminated) for such 12-month period; and

            (ii)   Such reduction to Owner's Second Priority shall be in an
     amount such that after giving effect to such reduction the ratio of Owner's
     Second Priority to the NOI of the Hotels (other than the Hotel with respect
     to which this Agreement has been so terminated) for the most recently ended
     full twelve (12) calendar months prior to the date of the casualty or
     Condemnation shall equal the ratio of Owner's Second Priority before such
     reduction to the NOI of all the Hotels (including, the Hotel with respect
     to which this Agreement has been terminated) for such 12-month period.

     (d)    Manager hereby waives any statutory rights of termination which may
arise by reason of any damage to or destruction of any Hotel.

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     15.2   RESTORATION.

     (a)    If during the Term any Hotel is damaged or destroyed by fire,
casualty or other cause but is not rendered Unsuitable for Its Permitted Use or
if neither Owner nor Manager terminates this Agreement pursuant to SECTION 15.1,
Owner shall make the net proceeds of insurance received in connection with such
casualty (excluding the proceeds of business interruption or similar insurance
which are a portion of Gross Revenues) and any other amount Owner elects to
contribute toward restoration available to Manager for restoration of such Hotel
subject to customary terms applicable to advances and construction loans (to the
extent applicable) and the terms of the Lease and any Authorized Mortgage, and
Owner shall make, or shall cause there to be made, all Repairs necessary to
restore such Hotel to substantially the same condition as existed prior to such
casualty. If Owner elects to retain Manager's services in connection with such
Repairs, the terms of SECTION 11.1 shall apply.

     (b)    Any casualty which does not result in a termination of this
Agreement with respect to the applicable Hotel shall not excuse the payment of
sums due to Owner hereunder with respect to such Hotel.

     (c)    If the net proceeds of the insurance received in connection with a
casualty or an Award received in connection with a Condemnation are insufficient
to complete the required Repairs, Owner shall have the right (but not the
obligation) to contribute (or cause Purchaser to contribute) the amount of such
insufficiency. If Owner elects not to contribute such insufficiency by notice
given to Manager within ten (10) Business Days after a notice given by Manager
to Owner reasonably detailing the existence of such insufficiency, Manager shall
have the right to contribute such insufficiency. If Manager fails to contribute
such insufficiency to an account of Owner to be used in completing such Repairs
within ten (10) Business Days after Owner's election, the Hotel subject to such
casualty or Condemnation shall be deemed Unsuitable for Its Permitted Use and
the terms of SECTION 15.1 or 16.1, as applicable, shall apply. Subject to the
terms of SECTION 10.1, Manager shall be entitled to the return of amounts funded
by it under this SECTION 15.2(c) in equal monthly installments based upon the
number of months remaining in the Term after the month in which such advance is
made (after giving effect to any then exercised or deemed exercised options to
extend).

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                                   ARTICLE 16

                                  CONDEMNATION

     16.1   TOTAL CONDEMNATION. If either (x) the whole of a Hotel shall be
taken by Condemnation, or (y) a Condemnation of less than the whole of a Hotel
renders such Hotel Unsuitable for Its Permitted Use, this Agreement shall
terminate with respect to such Hotel and Owner and Purchaser shall seek the
Award for their interests in such Hotel as provided in the Lease, which Award
shall belong solely to them. In addition, Manager shall have the right to
initiate or participate in such proceedings as it deems advisable to recover any
damages to which Manager may be entitled; PROVIDED, HOWEVER, that Manager shall
be entitled to retain the award or compensation it may obtain through such
proceedings which are conducted separately from those of Owner and Purchaser
only if such award or compensation does not reduce the award or compensation
otherwise available to Owner and Purchaser. If this Agreement is so terminated
with respect to a Hotel, Owner and Purchaser shall make reasonable efforts to
use the Award to acquire a Replacement Property proposed by Manager to which
this Agreement shall be extended; PROVIDED, HOWEVER:

     (a)    Purchaser and Owner shall not be obligated to expend in the
aggregate more than the Award in connection with (i) investigating and
negotiating to purchase all properties proposed by Manager to be the Replacement
Property (including, without limitation, attorneys' and consultants' fees and
title search and survey costs) and (ii) acquiring a Replacement Property
(including, without limitation, the purchase price therefor, title insurance
premiums, broker's commissions and transfer taxes);

     (b)    Purchaser and Owner shall have no obligation to acquire any proposed
Replacement Property unless the projected NOI thereof and each of every other
aspect of the proposed Replacement Property which Purchaser reasonably considers
relevant is comparable in Purchaser's sole judgment in all respects to the Hotel
which is being replaced;

     (c)    Purchaser and Owner shall not be obligated to investigate more than
three (3) proposed properties;

     (d)    Owner's Fixed Priority will be increased by an amount equal to the
reduction therein resulting from the termination of this Agreement with respect
to the Hotel which is being replaced; and

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     (e)    Purchaser shall not be obligated to acquire any proposed Replacement
Property, if Manager and Owner do not reasonably agree upon an appropriate
amendment hereto pursuant to which this Agreement will be extended to such
property.

If Purchaser decides to acquire a proposed Replacement Property, then
simultaneously with such acquisition the Lease and this Agreement shall be
appropriately amended so as to cover such Replacement Property.

     16.2   PARTIAL CONDEMNATION. In the event of a Condemnation of less than
the whole of a Hotel such that such Hotel is not rendered Unsuitable for Its
Permitted Use, Owner shall, to the extent of the Award and any additional
amounts disbursed by Owner or Purchaser, commence promptly and continue
diligently to restore the untaken portion of such Hotel so that such Hotel shall
constitute a complete architectural unit of the same general character and
condition (as nearly as may be possible under the circumstances) as existed
immediately prior to such Condemnation, in full compliance with all Legal
Requirements, using the Award made available therefor and any other funds Owner
elects to contribute subject to customary terms applicable to advances of
construction loans (to the extent applicable). If Owner elects to retain
Manager's services in connection therewith, the terms of SECTION 11.1 shall
apply.

     16.3   TEMPORARY CONDEMNATION. In the event of any temporary Condemnation
of a Hotel or Owner's interest therein, this Agreement shall continue in full
force and effect. The entire amount of any Award made for such temporary
Condemnation allocable to the Term, whether paid by way of damages, rent or
otherwise, shall constitute Gross Revenues. For purposes of this Agreement, a
Condemnation shall be deemed to be temporary if the period of such Condemnation
is not expected to, and does not, exceed twelve (12) months.

     16.4   ANAHEIM TAKING. Notwithstanding anything contained herein to the
contrary, the terms of SECTIONS 15.2(c) and 16.3 shall not apply to any Anaheim
Condemnation. Rather, if an Anaheim Condemnation occurs and this Agreement is
not terminated with respect to the affected Hotel(s), subject to the
requirements of SECTION 7.7, Manager, in conformity with Legal Requirements, the
Operating Standards and Insurance Requirements, promptly shall commence and
continue diligently to restore the untaken portion of such Hotel(s) so that any
such Hotel shall constitute a complete architectural unit of the same general
character and condition (as nearly as may be possible under the circumstances)
as existed immediately prior to such

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Condemnation (including adequate parking facilities) in all material respects
pursuant to a plan for such eventuality approved in advance and in writing by
Owner, which approval shall not be unreasonably withheld. Owner shall make the
Award for such Anaheim Condemnation available to Manager to pay the cost of such
restoration subject to customary terms applicable to advances of construction
loans (to the extent applicable). In the event that the Award is insufficient to
cover the full cost of the restoration, Manager shall be entitled to apply funds
from the Reserve Account to pay such costs.

     16.5   EFFECT OF CONDEMNATION. Any condemnation which does not result in a
termination of this Agreement in accordance with its terms with respect to the
applicable Hotel shall not excuse the payment of sums due to Owner hereunder
with respect to such Hotel and this Agreement shall remain in full force and
effect as to such Hotel.

                                   ARTICLE 17

                             DEFAULT AND TERMINATION

     17.1   MANAGER EVENTS OF DEFAULT. Each of the following shall constitute a
"MANAGER EVENT OF DEFAULT":

     (a)    The filing by Manager, the Canadian Manager, PR Tenant or the
Guarantor of a voluntary petition in bankruptcy or insolvency or a petition for
reorganization under any bankruptcy law, or the admission by Manager, the
Canadian Manager, PR Tenant or the Guarantor that it is unable to pay its debts
as they become due, or the institution of any proceeding by Manager, the
Canadian Manager, PR Tenant or the Guarantor for its dissolution or earlier
termination.

     (b)    The consent by Manager, the Canadian Manager, PR Tenant or the
Guarantor to an involuntary petition in bankruptcy or the failure to vacate,
within ninety (90) days from the date of entry thereof, any order approving an
involuntary petition with respect to Manager, the Canadian Manager, PR Tenant or
the Guarantor.

     (c)    The entering of an order, judgment or decree by any court of
competent jurisdiction, on the application of a creditor, adjudicating Manager,
the Canadian Manager, PR Tenant or the Guarantor as bankrupt or insolvent or
approving a petition seeking reorganization or appointing a receiver, trustee,
or liquidator of all or a substantial part of Manager's, the Canadian Manager's,
PR Tenant's or the

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Guarantor's assets, and such order, judgment or decree's continuing unstayed and
in effect for an aggregate of sixty (60) days (whether or not consecutive).

     (d)    The failure of Manager, the Guarantor, PR Tenant, the guarantor
under the PR Guaranty or any Affiliate of any of them to make any payment
required to be made in accordance with the terms of this Agreement or any other
Transaction Document which failure continues beyond any applicable notice and
grace period.

     (e)    The failure of Manager, its Ultimate Parent, the Collateral Agent,
the Guarantor, PR Tenant, the guarantor under the PR Guaranty or any Affiliate
of any of them to perform, keep or fulfill any of the other covenants,
undertakings, obligations or conditions set forth in this Agreement or any other
Principal Document on or before the date required for the same, which failure
continues for a period of thirty (30) days after receipt of written notice
demanding such cure; PROVIDED, HOWEVER, if such failure is susceptible of cure,
but such cure cannot be accomplished within said thirty (30) day period, said
thirty (30) days shall be extended for so long as is reasonably necessary to
effect such cure provided that such cure is commenced within thirty (30) days
after such notice is given and is thereafter diligently pursued to completion.

     (f)    The material failure of Manager, the sellers under the Purchase
Agreement or the PR Stock Agreement, IHG or any Affiliate of any of them to
perform, keep or fulfill any of the other covenants, undertakings, obligations
or conditions set forth in any of the Other Documents on or before the date
required for the same, which failure continues for a period of thirty (30) days
after receipt of written notice demanding such cure; PROVIDED, however, if such
failure is susceptible of cure, but such cure cannot be accomplished within said
thirty (30) day period, said thirty (30) days shall be extended for so long as
is reasonably necessary to effect such cure provided that such cure is commenced
within thirty (30) days after such notice is given and is thereafter diligently
pursued to completion.

     (g)    The failure of Manager to maintain insurance coverages required to
be maintained by Manager under this Agreement.

     (h)    The failure by Manager, PR Tenant, their Ultimate Parent(s) or the
Guarantor to deliver to Owner any financial statement as and when required by
the Principal Documents, which failure continues for a period of ten (10)
Business Days after written notice from Owner.

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     (i)    Any representation or warranty made by Manager or any of its
Affiliates in this Agreement or any Transaction Document proves to have been
false in any material respect on the date when made or deemed made; PROVIDED,
HOWEVER, if Manager did not know of such falseness at the time such
representation or warranty was made, and the facts or circumstances giving rise
to such falseness are susceptible of cure, Manager shall have up to thirty (30)
days after notice from Owner to effectuate such cure.

     (j)    The failure of (i) any Ultimate Parent of Manager or (ii) the
Guarantor to timely and fully keep and observe any obligations under the
Transaction Documents or any other document or instrument executed and delivered
in connection herewith to maintain any net worth or unencumbered assets or to
deliver any collateral, in all cases as required under the Transaction
Documents, which is not cured within ten (10) days after notice from Owner to
Manager.

     (k)    The occurrence of an Event of Default under the PR Lease.

     (l)    The failure of the Canadian Manager to be an Affiliate of Manager.

     17.2   REMEDIES FOR MANAGER DEFAULTS. So long as a Manager Event of Default
shall be outstanding, Owner shall have (in addition to its other rights and
remedies at law, in equity or otherwise) the right to terminate this Agreement.
Upon such termination, or if this Agreement is terminated pursuant to SECTIONS
5.1 or 10.3, Owner shall be entitled to liquidated damages. Owner's right to
receive liquidated damages has been agreed to due to the uncertainty, difficulty
and/or impossibility of ascertaining the actual damages suffered by Owner.
Further, if not for Owner's right to receive such liquidated damages, Purchaser
would not have entered into the Purchase Agreement, Purchaser would not have
acquired the Hotels and Owner would not have entered into the Lease. MANAGER
HEREBY ACKNOWLEDGES AND AGREES THAT SUCH LIQUIDATED DAMAGES ARE NOT A PENALTY,
BUT ARE TO COMPENSATE OWNER AND ITS AFFILIATES FOR THE EXPENSE AND LOST EARNINGS
WHICH MAY RESULT FROM ARRANGING SUBSTITUTE MANAGEMENT FOR THE HOTELS AS WELL AS
TO COMPENSATE FOR THE RENT OWNER MUST PAY UNDER THE LEASE AND THE PRICE PAID FOR
THE HOTELS BY OWNER'S AFFILIATE. Such liquidated damages shall be equal to all
accrued but unpaid amounts due to Owner hereunder up until the date of
termination, plus the Outstanding Balance, as defined in the Guaranty. Owner
shall be entitled to interest, at the Interest Rate, on such liquidated damages
from

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the date of such termination until the date of payment of such damages and
interest. Except with respect to Owner's rights and remedies for any breach or
violations by Manager of the terms of SECTION 17.4, Owner shall look solely to
any collateral hereafter pledged securing Manager's obligations hereunder for
satisfaction of any claim of Owner against Manager hereunder; PROVIDED, HOWEVER,
nothing contained herein is intended to, nor shall it limit or reduce the
obligations of the Guarantor under the Guaranty, the guarantor under the PR
Guaranty or limit Owner's rights with respect to either of them.

     17.3   OWNER EVENTS OF DEFAULT AND REMEDIES FOR OWNER DEFAULTS. In the
event any representation or warranty made by Owner in this Agreement proves to
be untrue when made in any material respect or Owner fails to perform any of its
obligations hereunder, then Manager shall have the right to institute forthwith
any and all proceedings permitted by law or equity (provided they are not
specifically barred under the terms of this Agreement), including, without
limitation, actions for specific performance and/or damages; PROVIDED, HOWEVER,
except as may be expressly provided in this Agreement, Manager shall have no
right to terminate this Agreement by reason of such a failure by Owner or
otherwise. Manager shall be entitled to terminate this Agreement in the event of
a violation of the terms of SECTION 4.7 by Purchaser or Owner. Except as
otherwise specifically provided in this Agreement, Manager hereby waives all
rights arising from any occurrence whatsoever, which may now or hereafter be
conferred upon it by law, (a) to modify without the agreement of Owner,
surrender or terminate this Agreement or quit or surrender any Hotel or any
portion thereof, or (b) to obtain (i) any abatement, reduction, suspension or
deferment of the sums allocable or otherwise payable to Owner or other
obligations to be performed by Manager hereunder or (ii) any increase in any
amounts payable to Manager hereunder. In the event Owner wrongfully terminates
this Agreement or Manager terminates this Agreement pursuant to a right to do so
as a result of Owner's breach, then, subject to Manager's mitigation obligations
and any other limitation on remedies set forth herein, Manager shall be entitled
to recover as part of its damages for such wrongful termination an amount equal
to the damages suffered by Manager on account of terminating the employment of
on-site employees of the Hotels as a result of such wrongful termination.

     17.4   POST TERMINATION OBLIGATIONS. Upon expiration or earlier termination
of this Agreement for any reason, Owner and Manager shall proceed as follows:

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     (a)    Within sixty (60) days following the effective date of such
expiration or earlier termination, Manager will submit to Owner an audited final
accounting of the results of the Pooled FF&E Hotels' operations and all accounts
between Owner and Manager through the effective date of such expiration or
earlier termination, the cost of which audit shall be shared equally by Manager
and Owner and shall not be an Operating Cost and shall be performed by Ernst &
Young or another accounting firm selected by Manager and approved by Owner. Said
final accounting shall be accompanied by an Officer's Certificate and shall
promptly be submitted by Manager to Owner for its approval. Owner shall not
unreasonably withhold or delay its approval of the final accounting and any such
disapproval shall contain reasonably detailed explanation for disapproval.
Within thirty (30) days after delivery of such final accounting, the parties
will make appropriate adjustments to any amounts previously paid or due under
this Agreement.

     (b)    On the effective date of such expiration or earlier termination,
Manager will deliver to Owner all books and records of the Hotels, provided that
Manager may retain copies of any of the same for Manager's records.
Notwithstanding the foregoing, Manager will not be required to deliver to Owner
any information or materials (including, without limitation, software, database,
manuals and technical information) which are proprietary property of Manager.

     (c)    On the effective date of such expiration or earlier termination,
Manager will deliver possession of the Hotels, together with any and all keys or
other access devices, to Owner.

     (d)    On the effective date of such expiration or earlier termination,
Manager will assign to Owner or its designee, and Owner or such designee will
assume, all booking, reservation, service and operating contracts relating
exclusively to the occupancy or operation of the Hotels and entered into in the
ordinary course of business by Manager in accordance with this Agreement. Owner
agrees to indemnify and hold Manager harmless from liability or other
obligations under any such agreements relating to acts or occurrences, including
Owner's or such designee's failure to perform, on or after the effective date of
such assignment.

     (e)    Manager will assign to Owner or its designee any assignable licenses
and permits pertaining to the Hotels and will otherwise reasonably cooperate
with Owner as may be

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necessary for the transfer of any and all Hotel licenses and permits to Owner or
Owner's designee.

     (f)    Manager shall release and transfer to Owner or Purchaser, as
applicable, any funds of Owner or Purchaser which are held or controlled by
Manager.

     (g)    Manager shall have the option, to be exercised within thirty (30)
days after termination or expiration, to purchase, at their then book value, any
FF&E, Operating Equipment or other personal property as may be marked with any
System Mark at the Hotels. In the event Manager does not exercise such option,
Owner agrees that it will use any such items not so purchased exclusively in
connection with the Hotels until they are consumed; PROVIDED, HOWEVER, Manager
shall not be entitled to purchase FF&E, Operating Equipment or other personal
property located at a Hotel which is to be operated under the Brand name or by
Manager, until such Hotel shall no longer be so operated.

     (h)    Owner shall have the right to operate the improvements on the
applicable Sites without modifying the structural design of same and without
making any Material Repair, notwithstanding the fact that such design or certain
features thereof may be proprietary to Manager or its Affiliates and/or
protected by trademarks or service marks held by Manager or an Affiliate,
provided that such use shall be confined to the applicable Sites. Further,
provided that the applicable Hotels then satisfy the applicable Brand Standards
(unless the Hotels fail to satisfy such Brand Standards due to a breach hereof
by Manager), Owner shall be entitled (but not obligated) to operate such of the
Hotels as Owner designates under the applicable Brand name for a period of one
(1) year following such expiration or earlier termination in consideration for
which Owner shall pay the then standard franchise and system fees for such Brand
and comply with the other applicable terms and conditions of the form of
franchise agreement then being entered into with respect to such Brand.

     (i)    Manager shall transfer to Owner the telephone numbers used in
connection with the operation of the Hotels (but not any Brand generally).

     (j)    Manager shall cooperate with Owner's or its designees' efforts to
engage employees of the Hotels.

     (k)    If requested by Owner prior to such expiration or earlier
termination of this Agreement in whole or in part, Manager shall continue to
manage under the applicable Brand any

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affected Hotels designated by Owner after such expiration or earlier termination
for up to one (1) year, on such reasonable terms (which shall include an
agreement to reimburse Manager for its reasonable out-of-pocket costs and
expenses, and reasonable administrative costs and a management fee of seven and
one-half percent (7.5%) of Gross Revenues with respect to the Staybridge Hotels
and the Holiday Inn Hotels and a management fee of three percent (3%) of Gross
Revenues with respect to the InterContinental Hotels and the Crowne Plaza
Hotels) as Owner and Manager shall reasonably agree.

     The provisions of this SECTION 17.4 shall survive the expiration or earlier
termination of this Agreement.

                                   ARTICLE 18

                                     NOTICES

     18.1   PROCEDURE.

     (a)    Any and all notices, demands, consents, approvals, offers, elections
and other communications required or permitted under this Agreement shall be
deemed adequately given if in writing and the same shall be delivered either by
hand, by telecopier with written acknowledgment of receipt (provided if notice
is given by telecopier, a copy shall also be sent on the following Business Day
by Federal Express or similar expedited commercial carrier), or by Federal
Express or similar expedited commercial carrier, addressed to the recipient of
the notice, with all freight charges prepaid (if by Federal Express or similar
carrier).

     (b)    All notices required or permitted to be sent hereunder shall be
deemed to have been given for all purposes of this Agreement upon the date of
acknowledged receipt, in the case of a notice by telecopier, and, in all other
cases, upon the date of receipt or refusal, except that whenever under this
Agreement a notice is either received on a day which is not a Business Day or is
required to be delivered on or before a specific day which is not a Business
Day, the day of receipt or required delivery shall automatically be extended to
the next Business Day.

     (c)    All such notices shall be addressed as follows:

            If to Owner:   HPT TRS IHG-2, INC.

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                           c/o Hospitality Properties Trust
                           400 Centre Street
                           Newton, Massachusetts 02458
                           Attn:  President
                           Facsimile: 617-969-5730

     with a copy to:       Sullivan & Worcester LLP
                           One Post Office Square
                           Boston, Massachusetts 02109
                           Attn:  Warren M. Heilbronner, Esq.
                           Facsimile:  617-338-2880

            If to Manager: IHG Management (Maryland) LLC
                           c/o Intercontinental Hotels Group Resources, Inc.
                           8844 Columbia 100 Parkway
                           Columbia, Maryland 21045
                           Attn: Vice President of Operations
                           Facsimile:  410-964-9249

     with a copy to:       InterContinental Hotels Group
                           Resources, Inc.
                           c/o Six Continents Hotels, Inc.
                           Three Ravinia Drive, Suite 100
                           Atlanta, Georgia 30346
                           Attn: General Counsel - Operations
                           Facsimile:  770-604-5802

     with a copy to:       Alston & Bird LLP
                           One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309
                           Attn:  Timothy Pakenham, Esq.
                           Facsimile: 404-253-8885

     (d)    By notice given as herein provided, the parties hereto and their
respective successors and assigns shall have the right from time to time and at
any time during the term of this Agreement to change their respective addresses
effective upon receipt by the other parties of such notice and each shall have
the right to specify as its address any other address within the United States
of America.

                                   ARTICLE 19

                   RELATIONSHIP, AUTHORITY AND FURTHER ACTIONS

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     19.1   RELATIONSHIP. Manager shall be the agent of Owner with a limited
agency, coupled with an interest, solely for the purpose of operating the Hotels
and carrying out ordinary and customary transactions for that purpose. Owner and
Manager shall not be construed as joint venturers or partners of each other, and
neither shall have the power to bind or obligate the other except as set forth
in this Agreement. Manager shall not constitute a tenant or subtenant of Owner
and this Agreement shall not constitute Owner a franchisee of Manager or of any
of Manager's Affiliates. This Agreement shall not create a franchise or a
franchisor/franchisee relationship within the meaning of the Federal Trade
Commission Act or any other Legal Requirement.

     19.2   FURTHER ACTIONS. Each of the parties agrees to execute all
contracts, agreements and documents and take all actions necessary to comply
with the provisions of this Agreement and the intent hereof.

                                   ARTICLE 20

                                 APPLICABLE LAW

     This Agreement shall be interpreted, construed, applied and enforced in
accordance with the laws of the State of Maryland applicable to contracts
between residents of Maryland which are to be performed entirely within
Maryland, regardless of (a) where this Agreement is executed or delivered, (b)
where any payment or other performance required by this Agreement is made or
required to be made, (c) where any breach of any provision of this Agreement
occurs, or any cause of action otherwise accrues, (d) where any action or other
proceeding is instituted or pending, (e) the nationality, citizenship, domicile,
principal place of business, or jurisdiction of organization or domestication of
any party, (f) whether the laws of the forum jurisdiction otherwise would apply
the laws of a jurisdiction other than Maryland, (g) the location of the Hotels
or any applicable Hotel, or (h) any combination of the foregoing.

                                   ARTICLE 21

                             SUCCESSORS AND ASSIGNS

     21.1   ASSIGNMENT.

     (a)    Except as expressly provided below, Manager shall not assign,
mortgage, pledge, hypothecate or otherwise transfer its interest in all or any
portion of this Agreement or any rights

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arising under this Agreement or suffer or permit such interests or rights to be
assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole
or in part, whether voluntarily, involuntarily or by operation of law, or permit
the management of the Hotels by anyone other than Manager or Owner. For purposes
of this SECTION 21.1, an assignment of this Agreement shall be deemed to include
any transaction which results in Manager no longer being an Affiliate of
Guarantor or pursuant to which all or substantially all of Manager's assets are
transferred to any Person who is not an Affiliate of Guarantor.

     (b)    Manager shall have the right, without Owner's consent, but subject
to the applicable assignee or Affiliate satisfying the requirements of SECTION
24.15, to (i) assign Manager's interest in this Agreement (A) to IHG or any
Affiliate of IHG, (B) in connection with a merger, corporate restructuring or
consolidation of IHG or a sale of all or substantially all of the assets of IHG
and (C) in connection with a sale of all or substantially all of the assets
(including associated management agreements) owned by IHG and its Affiliates
relating to the Brands and (ii) engage its Affiliates as sub-managers with
respect to the separate Brands of Hotels. At Owner's election, Manager shall
assign this Agreement to any Person who is not an Affiliate of IHG that acquires
all or substantially all of the assets of IHG relating to the Brands and shall
cause such Person to assume all of Manager's obligations thereafter accruing
hereunder. Notwithstanding anything herein to the contrary, Manager shall
neither, directly or indirectly, assign this Agreement to any Person, nor engage
any sub-manager, who is or is an Affiliate of a Specially Designated or Blocked
Person.

     Manager also shall have the right, without Owner's consent, but subject to
the applicable Affiliate satisfying the requirements of SECTION 24.15, to assign
to a Canadian Affiliate (the "Canadian Manager") under an Assignment and
Assumption of Management Agreement in the form attached hereto as EXHIBIT E, the
rights and obligations of the Manager under this Agreement that relate to
services to be performed by the Manager in respect of all (but not less than
all) of the Canadian Hotels excluding those services which are performed
centrally outside of Canada such as those performed pursuant to SECTION 7.5 and
those services for which the System Fees or other fees referred to in SECTION
9.2 are to be paid (excluding such excluded services, the "Canadian Services"),
provided that the Canadian Manager agrees to assume and be bound by the
obligations of

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Manager hereunder as they relate to the Canadian Services. As a result of any
such assignment:

            (i)    the Canadian Manager shall provide the Canadian Services to
     the Owner in accordance with this Agreement;

            (ii)   there shall be payable to the Canadian Manager as
     consideration for the Canadian Services, a portion of the amounts otherwise
     payable or reimbursable to Manager under this Agreement, as follows:

                   (A)    the portion of the Operating Costs incurred by the
                   Canadian Manager in providing the Canadian Services;

                   (B)    the portion of the Base Management Fee for each period
                   equal to the fraction that the Gross Revenues of the Canadian
                   Hotels for such period is of the Gross Revenues of the Hotels
                   for such period, which fee shall be payable to the Canadian
                   Manager concurrently with the remaining portion of the Base
                   Management Fee payable to the Manager;

                   (C)    the portion of the Incentive Management Fee for each
                   period equal to the fraction that the NOI of the Canadian
                   Hotels for such period is of the NOI of the Hotels for such
                   period, which fee shall be paid to the Canadian Manager
                   concurrently with the remaining portion of the Incentive
                   Management Fee payable to the Manager;

     PROVIDED, HOWEVER, notwithstanding anything contained in this SECTION
     21.1(b)(ii) to the contrary, Owner shall not be obligated to make any of
     the foregoing calculations or to cause any such amounts to be paid directly
     to the Canadian Manager, it being acknowledged and agreed that Manager
     shall be responsible for performing all such calculations and remitting all
     such applicable amounts to the Canadian Manager and Manager shall provide
     Owner with the details of such calculations and remittances if Owner so
     requests;

            (iii)  no portion of the System Fees or other fees referred to in
     SECTION 9.2 shall be payable in respect of Canadian Services; and

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            (iv)   Manager shall not be released from any of its obligations
     under this Agreement and shall at all times remain liable for the
     performance of the Canadian Services and all other obligations of Manager
     hereunder.

     The Canadian Manager shall at all times be an Affiliate of Manager.

     The parties hereto acknowledge and agree that this Agreement is intended to
constitute, and shall constitute, a single transaction notwithstanding any such
assignment to the Canadian Manager.

     (c)    Owner shall not assign, mortgage, pledge, hypothecate or otherwise
transfer its interest in all or any portion of this Agreement or any rights
arising under this Agreement without the prior written consent of Manager except
(i) in connection with a sale of a Hotel in accordance with the terms of
SECTIONS 4.4 or 4.5, (ii) to Purchaser or an Affiliate of Purchaser, (iii) to
Manager or an Affiliate of Manager, (iv) to an Affiliate of Owner in a merger,
corporate restructuring or consolidation of Purchaser or any of its
Affiliates,(v) in connection with the granting of an Authorized Mortgage or (vi)
to a Substitute Tenant as provided in SECTION 4.2; PROVIDED, HOWEVER, in each
instance (other than in connection with a collateral assignment) that the
assignee hereof assumes all of Owner's obligation hereunder and under the other
Transaction Documents thereafter accruing.

     (d)    In the event either party consents to an assignment of this
Agreement by the other, no further assignment shall be made without the express
consent in writing of such party, unless such assignment may otherwise be made
without such consent pursuant to the terms of this Agreement. An assignment by
Owner of its interest in this Agreement approved or permitted pursuant to the
terms hereof shall relieve Owner of its obligations under this Agreement
thereafter accruing.

     (e)    In the event fifty percent (50%) or more of the hotels comprising a
Brand cease to be Staybridge Suites, InterContinental, Crowne Plaza or Holiday
Inn, as applicable, hotels and are converted to another brand in a single
transaction or a series of related transactions, Owner may elect to require
Manager to promptly convert at its own cost and expense (and not as an Operating
Cost and without reimbursement from the Reserve Account) the applicable Hotels
to the brand of hotels to which such other hotels are converted. In such event,
all references herein to "Staybridge Suites",

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"InterContinental", "Crowne Plaza" or "Holiday Inn", as applicable, shall be
deemed to refer to the trade name of the system of hotels to which the Hotels
are to be so converted.

     21.2   BINDING EFFECT. The terms, provisions, covenants, undertakings,
agreements, obligations and conditions of this Agreement shall be binding upon
and shall inure to the benefit of the successors in interest and the assigns of
the parties hereto with the same effect as if mentioned in each instance where
the party hereto is named or referred to, except that no assignment, transfer,
sale, pledge, encumbrance, mortgage, lease or sublease by or through Owner, as
the case may be, in violation of the provisions of this Agreement shall vest any
rights in the assignee, transferee, purchaser, secured party, mortgagee,
pledgee, lessee, sublessee or occupant.

                                   ARTICLE 22

                                    RECORDING

     22.1   MEMORANDUM OF AGREEMENT. As of the Effective Date, at the option of
Manager, Owner and Manager agree to execute, acknowledge and record a Memorandum
of this Agreement in the land records of the states and counties where the
Hotels are located, in a form reasonably satisfactory to Manager.

                                   ARTICLE 23

                                  FORCE MAJEURE

     23.1   OPERATION OF HOTEL. If at any time during the Term it becomes
necessary in Manager's reasonable opinion to cease or alter operations at any
Hotel in order to protect the health, safety and welfare of the guests and/or
employees of such Hotel, or such Hotel itself, for reasons of force majeure
beyond the control of Manager such as, but not limited to, acts of war,
insurrection, civil strife and commotion, labor unrest or acts of God, then in
such event Manager may close and cease or alter operation of all or part of such
Hotel, reopening and commencing or resuming operation when Manager deems that
such may be done without jeopardy to such Hotel, its guests and employees.

     23.2   EXTENSION OF TIME. Owner and Manager agree that, with respect to any
obligation, other than the payment of money, to be performed by a party during
the Term, neither party will be liable for failure so to perform when prevented
by any occurrence beyond the reasonable control of such party, herein referred
to as a "force majeure" including, without limitation,

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occurrences such as strike, lockout, breakdown, accident, order or regulation of
or by any Government Agency, failure of supply or inability, by the exercise of
reasonable diligence, to obtain supplies, parts or employees necessary to
perform such obligation, or war or other emergency. The time within which such
obligation must be performed will be extended for a period of time equivalent to
the number of days of delay from such cause.

                                   ARTICLE 24

                               GENERAL PROVISIONS

     24.1   TRADE AREA RESTRICTION.

     (a)    Notwithstanding anything to the contrary in this Agreement, neither
Manager nor any Affiliate shall acquire, own, manage, operate or open any hotel
as a "Staybridge Suite" or "Holiday Inn" hotel nor shall Manager or any
Affiliate authorize a third party to operate or open any hotel as a "Staybridge
Suite" or "Holiday Inn" hotel that is within the Restricted Area of any Hotel
operated under the same name during its Restricted Period, unless such hotel (i)
is owned or leased by Owner or its Affiliate; (ii) is owned, operated, managed,
franchised or under development on the Effective Date and has been specifically
identified in writing at or prior to the time of the execution of the Purchase
Agreement or replaces any such hotel, provided such replacement hotel does not
have more than ten percent (10%) more guest rooms than the original hotel which
it replaces; or (iii) is part of an acquisition by IHG or its Affiliates of an
interest (including an interest as a franchisor) in a chain or group of not less
than ten (10) comparable hotels (such acquisition to occur in a single
transaction or a series of related transactions). The terms of this SECTION
24.1(a) shall apply only to "Staybridge Suites" and "Holiday Inn" hotels and
shall not in any way restrict the ownership, management, franchising or
operation of other brands or flags of any hotels owned or operated by Manager or
its Affiliates within the Restricted Area.

     (b)    Notwithstanding anything to the contrary in this Agreement, neither
Manager nor any Affiliate shall acquire, own, manage, operate or open any hotel
as an "InterContinental" or "Crowne Plaza" hotel nor shall Manager or any
Affiliate authorize a third party to operate or open any hotel as an
"InterContinental" or "Crowne Plaza" hotel that is within the Restricted Area of
any Hotel operated under the same name during its Restricted Period, unless such
hotel (i) is owned or leased

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by Owner or its Affiliate; (ii) is owned, operated, managed, franchised or under
development on the Effective Date and has been specifically approved by Owner in
writing at or prior to the time of the execution of the Purchase Agreement or
replaces any such hotel, provided such replacement hotel is not first opened
after such time and does not have more than ten percent (10%) more guest rooms
than the original hotel which it replaces; or (iii) is part of an acquisition by
IHG or its Affiliates of an interest (including an interest as a franchisor) in
a chain or group of not less than five (5) comparable full service hotels (such
acquisition to occur in a single transaction or a series of related
transactions). The terms of this SECTION 24.1(b) shall apply only to
"InterContinental" and "Crowne Plaza" hotels and shall not in any way restrict
the ownership, management, franchising or operation of other brands or flags of
any hotels owned or operated by Manager or its Affiliates within the Restricted
Area.

     24.2   ENVIRONMENTAL MATTERS.

     (a)    Manager shall not store, release, discharge, spill upon, dispose of
or transfer to or from any Hotel any Hazardous Substance, except for those which
are customarily used at other hotels like the Hotels and are in compliance with
all Legal Requirements. Manager shall maintain the Hotels at all times free of
any Hazardous Substance (except for those which are customarily used at other
hotels like the Hotels and are in compliance with all Legal Requirements).
Manager (i) upon receipt of notice or knowledge thereof shall promptly notify
Purchaser and Owner in writing of any material change in the nature or extent of
Hazardous Substances at any Hotel, (ii) shall file and transmit to Purchaser and
Owner a copy of any Community Right to Know or similar report which is required
to be filed with respect to any Hotel pursuant to the Emergency Planning and
Community Right to Know Act, 42 U.S.C. Section 11001 ET SEQ. or any other Legal
Requirements, (iii) shall transmit to Purchaser and Owner copies of any
citations, orders, notices or other governmental communications received by
Manager with respect to Hazardous Substances or alleged violations of Legal
Requirements relating to the protection of the environment or human health or
safety (collectively, "ENVIRONMENTAL NOTICE"), which Environmental Notice
requires a written response or any action to be taken and/or if such
Environmental Notice gives notice of and/or presents a material risk of any
material violation of any Legal Requirement and/or presents a material risk of
any material cost, expense, loss or

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damage, (iv) shall observe and comply with all Legal Requirements relating to
the use, storage, maintenance and disposal of Hazardous Substances and all
orders or directives from any official, court or agency of competent
jurisdiction relating to the use, storage or maintenance or requiring the
removal, treatment, containment or other disposition of Hazardous Substances,
and (v) shall pay or otherwise dispose of any fine, charge or imposition related
to any of the foregoing.

     (b)    In the event of the discovery of Hazardous Substances other than
those maintained in accordance with this Agreement on any portion of any Site or
in any Hotel during the Term, Manager shall use reasonable efforts to promptly
(i) clean up and remove from and about such Hotel all Hazardous Substances
thereon, if appropriate, (ii) contain and prevent any further release or threat
of release of Hazardous Substances on or about such Hotel, and (iii) use good
faith efforts to eliminate any further release or threat of release of Hazardous
Substances on or about such Hotel, and (iv) otherwise effect a remediation of
the problem in accordance with (A) the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 ET SEQ., as amended; (B)
the regulations promulgated thereunder, from time to time; and (C) all Legal
Requirements (now or hereafter in effect) dealing with the use, generation,
treatment, release, discharge, storage, disposal, clean up, remediation or
abatement of Hazardous Substances.

     (c)    To the extent any service required to be performed under this
SECTION 24.2 or cost incurred under this SECTION 24.2 is not due to the fault of
Manager or is not performed or incurred in the operations of the Hotels in the
ordinary course, the same shall be governed by SECTION 11.1; PROVIDED, HOWEVER,
to the extent that SECTION 11.1 shall apply to such services or costs, Owner
shall be entitled to engage a third party to perform such services.

     24.3   AUTHORIZATION. Owner represents that it has full power and authority
to execute this Agreement and to be bound by and perform the terms hereof.
Manager represents it has full power and authority to execute this Agreement and
to be bound by and perform the terms hereof. On request, each such party will
furnish to the other evidence of such authority.

     24.4   SEVERABILITY. If any provision of this Agreement shall be held or
deemed to be, or shall in fact be, invalid, inoperative or unenforceable as
applied to any particular case in any jurisdiction or jurisdictions, or in all
jurisdictions or in all cases, because of the conflict of any provision with any

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constitution or statute or rule of public policy or for any other reason, such
circumstance shall not have the effect of rendering the provision or provisions
in question invalid, inoperative or unenforceable in any other jurisdiction or
in any other case or circumstance or of rendering any other provision or
provisions herein contained invalid, inoperative or unenforceable to the extent
that such other provisions are not themselves actually in conflict with such
constitution, statute or rule of public policy, but this Agreement shall be
reformed and construed in any such jurisdiction or case as if such invalid,
inoperative or unenforceable provision had never been contained herein and such
provision reformed so that it would be valid, operative and enforceable to the
maximum extent permitted in such jurisdiction or in such case.

     24.5   MERGER. This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and shall supersede and
take the place of any other instruments purporting to be an agreement of the
parties hereto relating to the subject matter hereof.

     24.6   FORMALITIES. Any amendment or modification of this Agreement must be
in writing signed by all parties hereto. This Agreement may be executed in one
or more counterparts, each of which will be deemed an original.

     24.7   CONSENT TO JURISDICTION; NO JURY TRIAL.

     (a)    Except as provided in SECTION 24.20, all actions and proceedings
arising out of or in any way relating to this Agreement shall be brought, heard,
and determined exclusively in an otherwise appropriate federal or state court
located within the State of Maryland. Except as provided in SECTION 24.20, the
parties hereby (a) submit to the exclusive jurisdiction of any Maryland federal
or state court of otherwise competent jurisdiction for the purpose of any action
or proceeding arising out of or relating to this Agreement and (b) voluntarily
and irrevocably waive, and agree not to assert by way of motion, defense, or
otherwise in any such action or proceeding, any claim or defense that they are
not personally subject to the jurisdiction of such a court, that such a court
lacks personal jurisdiction over any party or the matter, that the action or
proceeding has been brought in an inconvenient or improper forum, that the venue
of the action or proceeding is improper, or that this Agreement may not be
enforced in or by such a court. To the maximum extent permitted by applicable
law, each party consents to service of process by registered mail, return
receipt requested, or by any other manner provided by law.

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     (b)    To the maximum extent permitted by applicable law, each of the
parties hereto waives its rights to trial by jury with respect to this Agreement
or matter arising in connection herewith.

     24.8   PERFORMANCE ON BUSINESS DAYS. In the event the date on which
performance or payment of any obligation of a party required hereunder is other
than a Business Day, the time for payment or performance shall automatically be
extended to the first Business Day following such date.

     24.9   ATTORNEYS' FEES. If any lawsuit or arbitration or other legal
proceeding arises in connection with the interpretation or enforcement of this
Agreement, the prevailing party therein shall be entitled to receive from the
other party the prevailing party's costs and expenses, including reasonable
attorneys' fees incurred in connection therewith, in preparation therefor and on
appeal therefrom, which amounts shall be included in any judgment therein.

     24.10  SECTION AND OTHER HEADINGS. The headings contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

     24.11  DOCUMENTS. Throughout the Term, Owner agrees to furnish Manager
copies of all notices relating to real and personal property taxes and insurance
statements, all financing documents (including notes and mortgages) relating to
the Hotels and such other documents pertaining to the Hotels as Manager may
request.

     24.12  NO CONSEQUENTIAL DAMAGES. Except as may be expressly provided
herein, in no event shall either party be liable for any consequential,
exemplary or punitive damages suffered by the other as the result of a breach of
this Agreement. Time is of the essence with respect to this Agreement.

     24.13  NO POLITICAL CONTRIBUTIONS. Notwithstanding anything contained in
this Agreement to the contrary, no money or property of the Hotels shall be paid
or used or offered, nor shall Owner or Manager directly or indirectly use or
offer, consent or agree to use or offer, any money or property of the Hotels (i)
in aid of any political party, committee or organization, (ii) in aid of any
corporation, joint stock or other association organized or maintained for
political purposes, (iii) in aid of any candidate for political office or

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nomination for such office, (iv) in connection with any election, (v) for any
political purpose whatever, or (vi) for the reimbursement or indemnification of
any person for any money or property so used.

     24.14  REIT QUALIFICATION.

     (a)    Manager shall take all commercially reasonable actions reasonably
requested by Owner or Purchaser for the purpose of qualifying Purchaser's rental
income from Owner under the Lease as "rents from real property" pursuant to
Sections 856(d)(2), 856(d)(8)(B) and 856(d)(9) of the Code. Manager shall not be
liable if such reasonably requested actions, once implemented, fail to have the
desired result of qualifying Purchaser's rental income from Owner under the
Lease as "rents from real property" pursuant to Sections 856(d)(2), 856(d)(8)(B)
and 856(d)(9) of the Code. This Section 24.14 shall not apply in situations
where an Adverse Regulatory Event has occurred; instead, Section 24.16 shall
apply in such an instance.

     (b)    In the event Owner or Purchaser wish to invoke the terms of Section
24.14(a), Owner or Purchaser (as appropriate) shall contact Manager and the
parties shall meet with each other to discuss the relevant issues and to develop
a plan for implementing such reasonably requested actions.

     (c)    Any additional out-of-pocket costs or expenses incurred by Manager
in complying with such a request shall be borne by Owner (and shall not be an
Operating Cost). Owner shall reimburse Manager for such expense or cost
promptly, but not later than five (5) Business Days after such expense or cost
is incurred.

     24.15  FURTHER COMPLIANCE WITH SECTION 856(d) OF THE CODE. Commencing with
the Effective Date and continuing throughout the Term, the Manager shall qualify
as an "eligible independent contractor" as defined in Section 856(d)(9)(A) of
the Code. To that end:

     (a)    Manager shall not permit wagering activities to be conducted at or
in connection with any Hotel by any person who is engaged in the business of
accepting wagers and who is legally authorized to engage in such business at or
in connection with such Hotel;

     (b)    Manager shall use reasonable efforts to cause each Hotel to qualify
as a "qualified lodging facility" under Section 856(d)(9)(D) of the Code;

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     (c)    Manager shall not own, directly or indirectly or constructively
(within the meaning of Section 856(d)(5) of the Code), more than thirty-five
percent (35%) of the shares of HPT (whether by vote, value or number of shares),
and Manager shall otherwise comply with any regulations or other administrative
or judicial guidance now or hereafter existing under said Section 856(d)(5) of
the Code with respect to such ownership limits; and

     (d)    Manager shall be actively engaged (or shall, within the meaning of
Section 856(d)(9)(F) of the Code, be related to a person that is so actively
engaged) in the trade or business of operating "qualified lodging facilities"
(defined below) for a person who is not a "related person" within the meaning of
Section 856(d)(9)(F) of the Code with respect to HPT or Owner ("UNRELATED
PERSONS"). In order to meet this requirement, the Manager agrees that it (or any
"related person" with respect to Manager within the meaning of Section
856(d)(9)(F) of the Code) (i) shall derive at least ten percent (10%) of both
its revenue and profit from operating "qualified lodging facilities" for
Unrelated Persons and (ii) shall comply with any regulations or other
administrative or judicial guidance under Section 856(d)(9) of the Code with
respect to the amount of hotel management business with Unrelated Persons that
is necessary to qualify as an "eligible independent contractor" within the
meaning of such Code Section.

     A "qualified lodging facility" is defined in Section 856(d)(9)(D) of the
Code and means a "lodging facility" (defined below), unless wagering activities
are conducted at or in connection with such facility by any person who is
engaged in the business of accepting wagers and who is legally authorized to
engage in such business at or in connection with such facility. A "lodging
facility" is a hotel, motel or other establishment more than one-half of the
dwelling units in which are used on a transient basis, and includes customary
amenities and facilities operated as part of, or associated with, the lodging
facility so long as such amenities and facilities are customary for other
properties of a comparable size and class owned by other owners unrelated to
HPT.

     (e)    Manager, without the prior consent of Owner, which consent shall not
be unreasonably withheld, shall not permit or suffer:

            (i)    the Manager to fail to be a limited liability company under
     state law taxable under the Code as a disregarded entity of
     InterContinental Hotels Group Resources, Inc.;

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            (ii)   InterContinental Hotels Group Resources, Inc. to fail to be a
     corporation under state law and taxable under the Code as an association;
     or

            (iii)  a direct or indirect subsidiary of InterContinental Hotels
     Group Resources, Inc. to become a lessee of property owned by Purchaser or
     any of its Affiliates.

     (f)    Without the prior consent of Owner, which consent shall not be
unreasonably withheld, the Canadian Manager and Manager shall not permit:

            (i)    the Canadian Manager to fail to be a corporation under
     Canadian provincial law taxable under the Code as an association;

            (ii)   a direct or indirect subsidiary of the Canadian Manager to
     become a lessee of property owned by Purchaser or any of its Affiliates; or

            (iii)  The Canadian Manager or Manager, for so long as Purchaser or
     Owner or any Affiliate as to Purchaser or Owner shall seek to qualify as a
     "real estate investment trust" under the Code, to be reorganized,
     restructured, combined, merged or amalgamated with any Affiliate (as to
     Manager or the Canadian Manager) in such manner that any such Affiliate
     would, or in Purchaser's or Owner's reasonable judgment could, be expected
     to adversely affect (including, e.g., by application of any Person's actual
     "disregarded entity" status under the Code) the status that both Manager
     and the Canadian Manager have as a Code Section 856(d)(9)(A) "eligible
     independent contractor" at a Code Section 856(d)(9)(D) "qualified lodging
     facility" owned or leased by Purchaser or Owner.

     24.16  ADVERSE REGULATORY EVENT.

     (a)    In the event of an Adverse Regulatory Event arising from or in
connection with this Agreement, Owner and Manager shall work together in good
faith to amend this Agreement to eliminate the impact of such Adverse Regulatory
Event; PROVIDED, HOWEVER, Manager shall have no obligation to materially reduce
its rights or materially increase its obligation under this Agreement, all taken
as a whole, or to bear any out-of-pocket costs or expenses under this SECTION
24.16. Manager shall not be liable if any such amendment, once operative, fails
to have

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the desired result of eliminating the impact of an Adverse Regulatory Event.

     (b)    For purposes of this Agreement, the term "Adverse Regulatory Event"
means any time that a new law, statute, ordinance, code, rule or regulation (but
not an administrative or judicial ruling) imposes, or could impose in Owner's or
Purchaser's reasonable opinion, any material threat to HPT's status as a "real
estate investment trust" under the Code or to the treatment of amounts paid to
Purchaser under the Lease as "rents from real property" under Section 856(d) of
the Code.

     (c)    Owner or Purchaser shall promptly inform Manager of any Adverse
Regulatory Event of which it is aware and which it believes likely to impair
compliance of any of the Hotels with respect to the aforementioned sections of
the Code.

     24.17  ADVERSE CANADIAN EVENT. If, as a result of the adoption of, making
of or change to any tax law, tax regulation, tax treaty or official directive or
the interpretation or application thereof by any court or by any Government
Agency charged with the administration thereof or the compliance with any
guideline or request of any Government Agency (whether or not having the force
of law) Owner and Purchaser determine in good faith that it is no longer
consistent with their business goals to continue to own the Canadian Hotels,
then, subject to the terms and conditions of SECTION 4.7, Owner and Purchaser
may sell all of their interest in the Canadian Hotels (either on a pooled basis
or individually). The following shall apply each time Owner and Purchaser desire
to sell a Canadian Hotel under this SECTION 24.17:

     (a)    Owner and Purchaser shall first offer to sell such Canadian Hotel(s)
to Manager, without representation or warranty, for such purchase price as Owner
and Purchaser shall specify in a written notice given to Manager. In the event
that Manager shall fail to accept or reject such offer within ten (10) Business
Days after receipt of such notice, such offer shall be deemed to be rejected by
Manager.

     (b)    If Manager accepts an offer made with respect to any Canadian Hotel
pursuant to this SECTION 24.17, then effective as of the date of such sale, the
following shall apply: (i) Purchaser shall deliver to Manager with respect to
such Transferred Hotel(s) a deed with covenants against grantor's acts; (ii)
Manager shall deliver to Purchaser the purchase price specified in the offer;
(iii) the Term shall terminate with respect to such Transferred Hotel(s); (iv)
no further Owner's

                                       93
<Page>

Percentage Priority shall accrue with respect to the Gross Revenues of such
Transferred Hotel(s) which accrue after such termination; (v) the Owner's First
Priority shall be reduced by an amount equal to eight and one half percent
(8.5%) of the net (after taking into account any costs paid by Manager) proceeds
of sale received by Owner or Purchaser; and (vi) the Owner's Second Priority
shall be reduced by one percent (1.0%) of such net proceeds.

     (c)    If Manager rejects or is deemed to have rejected any offer made with
respect to any Canadian Hotel(s) pursuant to this SECTION 24.17, then Owner and
Purchaser shall have the right, for a period of one (1) year from the date on
which such offer is rejected or deemed rejected, to sell such Canadian Hotel(s)
to any third party purchaser on such terms and conditions as Owner and Purchaser
shall determine in their sole discretion; PROVIDED, HOWEVER, in no event shall
the purchase price with respect to such Canadian Hotel(s) be less than
ninety-five percent (95%) of the purchase price offered to Manager under this
SECTION 24.17. If Owner and Purchaser fail to consummate the sale of such
Canadian Hotel(s) within one (1) year from the date on which their offer is
rejected or deemed rejected, then Owner and Purchaser shall be obligated again
to first offer such Canadian Hotel(s) to Manager in accordance with this SECTION
24.17 prior to selling it to any third party. If Owner and Purchaser sell such
Canadian Hotel(s) to any third party in accordance with this SECTION 24.17, then
the following shall apply:

            (i)    Subject to the execution or delivery of a New Management
     Agreement as provided below, this Agreement with respect to such
     Transferred Hotel(s) shall be terminated effective as of the date title is
     transferred to such Transferred Hotel.

            (ii)   Simultaneously with such termination, Manager and the
     transferee of such Transferred Hotel(s) or any tenant under a new lease
     with respect to such Transferred Hotel(s) (which new lease shall have a
     term equal to the then unexpired term of the Lease and shall impose no
     greater liability, responsibility, or obligation on Manager than the Lease)
     shall enter into a new management agreement (a "NEW MANAGEMENT AGREEMENT")
     with Manager on substantially the same terms as this Agreement except as
     otherwise provided herein for a term equal to the unexpired portion of the
     Term of this Agreement.

                                       94
<Page>

            (iii)  Manager, Owner, Purchaser and the transferee (or its tenant),
     acting reasonably, shall allocate amounts in the Reserve Account and the
     Working Capital between such Transferred Hotel(s) and the other Hotels. The
     parties shall also make reasonable allocations with respect to Owner's
     Fixed Priority, and any outstanding advances made by Owner, Manager or
     their respective Affiliates. Only for purposes of allocating Owner's Fixed
     Priority between the Transferred Hotel(s) and the other Hotels, the
     allocation of Owner's First Priority and Owner's Second Priority for each
     Hotel shall be proportional to the NOI of such Hotel(s) for the then most
     recently ended thirty-six (36) months relative to the NOI of all the other
     Hotels for such period. Amounts which are allocated to the Transferred
     Hotel(s) shall be transferred to the transferee thereof to be held by
     Manager or such transferee (or its tenant) pursuant to the New Management
     Agreement.

            (iv)   Following such sale or transfer, Owner, its Affiliates and
     the Hotels which are not Transferred Hotel(s) shall have no
     responsibilities with respect to amounts that are so transferred and the
     transferee, its tenant and their Affiliates and the Transferred Hotel(s)
     shall have no responsibility with respect to amounts which are not so
     transferred.

            (v)    From and after the consummation of such sale or other
     transfer and compliance with the terms hereof, the term "Hotels" as used
     herein shall not include the Transferred Hotel(s).

            (vi)   Owner shall be responsible to cause its Affiliates, any new
     tenant and the transferee to execute and deliver the documents contemplated
     by this SECTION 24.17 to be executed and delivered by them.

     24.18  COMMERCIAL LEASES. Manager shall not enter into any sublease with
respect to any Hotel (or any part thereof) unless the same has been approved by
Purchaser in its sole and absolute discretion; PROVIDED, HOWEVER, Manager may
sublease or grant concessions or licenses to shops or any other space at a Hotel
subject to the following terms and conditions: (a) subleases and concessions are
for newsstand, gift shop, parking garage, heath club, restaurant, bar or
commissary purposes or similar concessions; (b) such subleases and concessions
do not have a term in excess of the lesser of five (5) years or the remaining
Term under this Agreement; (c) such subleases and concessions do not demise, (i)
in the aggregate, in excess of

                                       95
<Page>

Five Thousand (5,000) square feet of any Hotel, or (ii) for any single sublease,
in excess of One Thousand (1,000) square feet of any Hotel; (d) any such
sublease, license or concession to an Affiliate of a Manager shall be on terms
consistent with those that would be reached through arms-length negotiation; (e)
for so long as Purchaser or any Affiliate of Purchaser shall seek to qualify as
a real estate investment trust under the Code, anything contained in this
Agreement to the contrary notwithstanding, Manager shall not sublet or otherwise
enter into any agreement with respect to a Hotel on any basis such that in the
opinion of the Owner the rental or other fees to be paid by any sublessee
thereunder would be based, in whole or in part, on either (i) the income or
profits derived by the business activities of such sublessee, or (ii) any other
formula such that any portion of such sublease rental would fail to qualify as
"rents from real property" within the meaning of Section 865(d) of the Code or
any similar or successor provision thereto; (f) such lease or concession will
not violate or affect any Legal Requirement or Insurance Requirement; (g)
Manager shall obtain or cause the subtenant to obtain such additional insurance
coverage applicable to the activities to be conducted in such subleased space as
Owner and any mortgagee under an Authorized Mortgage may reasonably require; and
(h) not less than twenty (20) days prior to the date on which Manager proposes
to enter into any sublease or concession, Manager shall provide a copy thereof
to Owner.

     24.19  NONLIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT
IHG-2 PROPERTIES TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO
(COLLECTIVELY, THE "DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT, AND MANAGER
HEREBY AGREES THAT, THE NAME "HPT IHG-2 PROPERTIES TRUST" REFERS TO THE TRUSTEES
UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR
PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT SHALL
BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR THE PAYMENT OF ANY
SUM OR THE PERFORMANCE OF ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITY. ALL
PERSONS DEALING WITH SUCH ENTITY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF
SUCH ENTITY FOR THE SATISFACTION OF ANY OBLIGATION.

     24.20  ARBITRATION.

     (a)    Whenever in this Agreement it is provided that a dispute is to be
resolved by an Arbitration, such dispute shall be finally resolved pursuant to
an arbitration before a panel of three (3) arbitrators who will conduct the
arbitration

                                       96
<Page>

proceeding in accordance with the provisions of this Agreement and the rules of
the American Arbitration Association. Unless otherwise mutually agreed by Owner
and Manager, the arbitration proceedings will be conducted in New York, New
York. All arbitrators appointed by or on behalf of either party shall be
independent persons with recognized expertise in the operation of hotels of
similar size and class as the Hotels with not less than five (5) years'
experience in the hotel industry. The party desiring arbitration will give
written notice to that effect to the other party, specifying in such notice the
name, address and professional qualifications of the person designated as
arbitrator on its behalf. Within fifteen (15) days after service of such notice,
the other party will give written notice to the party desiring such arbitration
specifying the name, address and professional qualifications of the person
designated to act as arbitrator on its behalf. The two arbitrators will, within
fifteen (15) days thereafter, select a third, neutral arbitrator. As soon as
possible after the selection of the third arbitrator, and no later than fifteen
(15) days thereafter, the parties will submit their positions on each disputed
item in writing to the three arbitrators. The decision of the arbitrators so
chosen shall be given within a period of twenty (20) days after the appointment
of such third arbitrator. The arbitrators must, by majority vote, agree upon and
approve the substantive position of either Owner or Manager with respect to each
disputed item, and are not authorized to agree upon or impose any other
substantive position which has not been presented to the arbitrators by Manager
or Owner. It is the intention of the parties that the arbitrators rule only on
the substantive positions submitted to them by the parties and the arbitrators
are not authorized to render rulings which are a compromise as to any such
substantive position. A decision in which any two (2) arbitrators so appointed
and acting hereunder concur in writing with respect to each disputed item shall
in all cases be binding and conclusive upon Owner and Manager and a copy of said
decision shall be forwarded to the parties. The parties will request that the
arbitrators assess the costs and expenses of the Arbitration and their fees
against the parties based on a finding as to which parties' substantive
positions were not upheld. Otherwise the fees and expenses of the Arbitration
will be treated as an Operating Cost unless otherwise determined by the
arbitrators.

     (b)    If the party receiving a request for Arbitration fails to appoint
its arbitrator within the time above specified, or if the two arbitrators so
selected cannot agree on the selection of the third arbitrator within the time
above specified, then

                                       97
<Page>

either party, on behalf of both parties, may request such appointment of such
second or third arbitrator, as the case may be, by application to any judge of
any court in New York County, New York of competent jurisdiction upon ten (10)
days' prior written notice to the other party of such intent.

     (c)    If there shall be a dispute with respect to whether a party has
unreasonably withheld, conditioned or delayed its consent with respect to a
matter for which such party has agreed herein not to unreasonably withhold its
consent, such dispute shall be resolved by Arbitration.

     (d)    Any disputes under SECTIONS 2.1 or 7.6 shall be resolved by
Arbitration; PROVIDED, HOWEVER, notwithstanding the foregoing, Owner shall be
entitled to seek and obtain injunctive and other equitable relief if it believes
there has been a breach of Manager's obligation under either of said Sections.

     24.21  ESTOPPEL CERTIFICATES. Each party to this Agreement shall at any
time and from time to time, upon not less than fifteen (15) days' prior notice
from the other party, execute, acknowledge and deliver to such other party, or
to any third party specified by such other party, a statement in writing: (a)
certifying that this Agreement is unmodified and in full force and effect (or if
there have been modifications, that the same, as modified, is in full force and
effect and stating the modifications); (b) stating whether or not to the best
knowledge of the certifying party (i) there is a continuing default by the
non-certifying party in the performance or observance of any covenant, agreement
or condition contained in this Agreement, or (ii) there shall have occurred any
event which, with the giving of notice or passage of time or both, would become
such a default, and, if so, specifying each such default or occurrence of which
the certifying party may have knowledge; (c) stating the date to which
distributions of Operating Profits have been made; and (d) stating such other
information as the non-certifying party may reasonably request. Such statement
shall be binding upon the certifying party and may be relied upon by the
non-certifying party and/or such third party specified by the non-certifying
party as aforesaid, including, without limitation, its and its Affiliates'
lenders and any prospective purchaser or mortgagee of any Hotel.

     24.22  CONFIDENTIALITY.

     (a)    The parties hereto agree that the matters set forth in this
Agreement and the information provided pursuant to the terms hereof are strictly
confidential and each party will make

                                       98
<Page>

every effort to ensure that the information is not disclosed to any outside
person or entities (including the press) without the prior written consent of
the other party except as may be required by law and as may be reasonably
necessary to obtain licenses, permits, and other public approvals necessary for
the refurbishment or operation of the Hotels, or in connection with financing,
proposed financing, sale or proposed sale or as may be required pursuant to any
ground lease of the Hotels.

     (b)    No reference to Manager or to any of its Affiliates will be made in
any prospectus, private placement memorandum, offering circular or offering
documentation related thereto (collectively referred to as the "PROSPECTUS"),
issued by Owner or any of its Affiliates, which is designated to interest
potential investors in a Hotel, unless Manager has previously received a copy of
all such references. However, regardless of whether Manager does or does not so
receive a copy of all such references, neither Manager nor any of its Affiliates
will be deemed a sponsor of the offering described in the Prospectus, nor will
it have any responsibility for the Prospectus, and the Prospectus will so state.
Unless Manager agrees in advance, the Prospectus will not include any trademark,
symbols, logos or designs of Manager or any of its Affiliates.

     (c)    Notwithstanding anything to the contrary contained in this
Agreement, the parties (and each employee, representative, or other agent of the
parties) may disclose to any and all persons, without limitation of any kind,
the tax treatment and tax structure of the transaction, and all materials of any
kind (including opinions or other tax analyses) that are provided to the
taxpayer relating to such tax treatment and tax structure; PROVIDED, HOWEVER,
that neither party (nor any employee, representative or other agent thereof) may
disclose any information that is not necessary to understanding the tax
treatment and tax structure of the transaction (including the identity of the
parties and any information that could lead another to determine the identity of
the parties), or any other information to the extent that such disclosure could
result in a violation of any federal or state securities law.

     24.23  HOTEL WARRANTIES. Manager shall be entitled to, and shall, enforce
in the name of Owner, its Affiliates or any of Manager's Affiliates, any
warranties held by Owner or such Affiliates with respect to the Hotels or any
portion thereof.

     24.24  CURRENCY.

                                       99
<Page>

     (a)    Except as otherwise specifically provided herein, each reference
herein to any dollar amount is a reference to such amount of United States
dollars. All remittances to Owner hereunder shall be in United States dollars.
To the extent that any amount to be so remitted to Owner or transferred to the
Reserve Account is held by Manager in another currency, Manager shall exchange
such currency to United States dollars, at the best rates then commercially
reasonably available to Manager at the time of such exchange for such purpose,
and all costs of such exchange shall be an Operating Cost. Manager shall bear no
risk or responsibility and makes herein no covenant of protection to Owner in
respect of exchange rate movements which may work adversely to the interests of
Owner hereunder.

     (b)    All revenues and expenses of the Hotels which are denominated in a
currency other than United States dollars shall be recorded and reported both in
United States dollars and in the currency(ies) in which such amounts are earned
or expended. Such other currency(ies) shall be converted to United States
dollars using a reasonable method consistent with the Accounting Principles then
employed by Manager and its Affiliates when accounting for foreign currencies.

     24.25  INDEPENDENT COVENANTS. The obligations of each party hereunder shall
be separate and independent covenants and agreements.

                                       100
<Page>

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement effective as of the day and year first above written.

                                   OWNER:

                                   HPT TRS IHG-2, INC.


                                   By:
                                      --------------------------------------
                                   Name:
                                        ------------------------------------
                                   Title:


                                   MANAGER:


                                   IHG MANAGEMENT (MARYLAND) LLC

                                   By:
                                      --------------------------------------
                                   Name:
                                        ------------------------------------
                                   Title:

                                       101
<Page>

Each of the parties comprising Purchaser in consideration of good and valuable
consideration, joins in the foregoing Agreement to evidence its agreement to be
bound by the terms of SECTIONS 4.1 through and including 4.7 and ARTICLES 15 and
16 thereof, in each case to the extent applicable to it, subject to the terms of
SECTION 24.19.

                                   PURCHASER:

                                   -----------------------------------


                                   By:
                                      --------------------------------------
                                   Name:
                                        ------------------------------------
                                   Title:

                                   Date of Execution:


                                   -----------------------------------


                                   By:
                                      --------------------------------------
                                   Name:
                                        ------------------------------------
                                   Title:

                                   Date of Execution:

                                   -----------------------------------


                                   By:
                                      --------------------------------------
                                   Name:
                                        ------------------------------------
                                   Title:

                                   Date of Execution:

                                       102
<Page>

                                   ----------------------------


                                   By:
                                      --------------------------------------
                                   Name:
                                        ------------------------------------
                                   Title:

                                   Date of Execution:

                                       103
<Page>

                                    EXHIBIT A

                                    THE SITES

                                 [See Attached]

                                       A-1
<Page>

                                    EXHIBIT B

                            [Intentionally deleted.]

                                       B-1

<Page>

                                    EXHIBIT C

                      ALLOCATION OF OWNER'S FIXED PRIORITY

<Table>
<Caption>
Hotel                           Portion of Owner's Fixed Priority
-----                           ---------------------------------
<S>                             <C>


</Table>

                                       C-1
<Page>

                                    EXHIBIT D

                                 RESTRICTED AREA

                                 [SEE ATTACHED]

                                       D-1
<Page>

                                    EXHIBIT E

                            ASSIGNMENT AND ASSUMPTION
                             OF MANAGEMENT AGREEMENT

                                 [SEE ATTACHED].

                                        i
<Page>

                                     ANNEX 1

This Annex has been omitted and will be supplementally furnished to the
Securities Exchange Commission upon request. The Annex lists, for each
managed hotel, its allocated purchase price, raw base priority for 2005 and
second raw priority, the aggregate adjustments to the raw priorities
beginning January 1, 2006 and the base rent for the San Juan hotel for 2005
and thereafter, and provides other data. The total allocated purchase price
for the 12 managed hotels is stated as $306,000,000, the total raw base
priorities plus base rent for 2005 is stated as $30,292,500, going to
$36,837,500 thereafter, and the total raw second priority is stated as
$3,037,500.

<Page>

                                    EXHIBIT Q

                                  HPT GUARANTY

                               GUARANTY AGREEMENT

     THIS GUARANTY AGREEMENT (this "AGREEMENT") is made and given as of February
__, 2005 by HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment
trust (the "GUARANTOR"), for the benefit of IHG MANAGEMENT (MARYLAND) LLC, a
Maryland limited liability company (together with its successors and assigns,
the "MANAGER") and INTERCONTINENTAL HOTELS (PUERTO RICO) INC., a Puerto Rico
corporation (together with its successors and assigns, the "PR TENANT").

                              W I T N E S S E T H :

     WHEREAS, HPT TRS IHG-2, Inc. (the "TENANT") and the Manager are, on the
date hereof, entering into a Management Agreement (as the same may be amended,
modified, supplemented, severed or otherwise altered, the "MANAGEMENT
AGREEMENT") with respect to certain hotels, all as more particularly set forth
in the Management Agreement; and

     WHEREAS, HPT IHG PR, Inc. (the "PR LANDLORD") and the PR Tenant are, on the
date hereof, entering into a Lease Agreement (as the same may be amended,
modified, supplemented, severed or otherwise altered, the "PR LEASE") with
respect to a certain hotel, as more particularly set forth in the PR Lease; and

     WHEREAS, it is a condition precedent to the Manager's entering into the
Management Agreement, the PR Tenant's entering into the PR Lease and the
consummation of certain other transactions contemplated by the Transaction
Documents (as defined in the Management Agreement) that the Guarantor enter into
this Agreement; and

     WHEREAS, the transactions contemplated by the Management Agreement, the PR
Lease and the other Transaction Documents are of direct material benefit to the
Guarantor;

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     1.   CERTAIN TERMS. Capitalized terms used and not otherwise defined in
this Agreement shall have the meanings ascribed to such terms in the Management
Agreement. The term "GUARANTEED OBLIGATIONS" as used in this Agreement shall
mean

<Page>

the timely disbursement of required funds to (a) the Manager pursuant to
Section 5.2(c) of the Management Agreement and, (b) the PR Tenant pursuant to
Section 5.1.3 of the PR Lease.

     2.   REPRESENTATIONS AND COVENANTS. The Guarantor represents, warrants,
covenants and agrees that:

          2.1  VALIDITY OF AGREEMENT. The Guarantor has duly and validly
executed and delivered this Agreement; this Agreement constitutes the legal,
valid and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws of general
application affecting the rights and remedies of creditors; and the execution,
delivery and performance of this Agreement have been duly authorized by all
requisite action of the Guarantor and such execution, delivery and performance
by the Guarantor will not result in any breach of the terms, conditions or
provisions of, or conflict with or constitute a default under, or result in the
creation of any lien, charge or encumbrance upon any of the property or assets
of the Guarantor pursuant to the terms of, any indenture, mortgage, deed of
trust, note, other evidence of indebtedness, agreement or other instrument to
which the Guarantor is a party or by which the Guarantor or any property or
assets of the Guarantor is bound, or violate any provision of law applicable to
the Guarantor, or any order, writ, injunction, judgement or decree of any court
applicable to the Guarantor or any order or other public regulation of any
governmental commission, bureau or administrative agency applicable to the
Guarantor.

          2.2  PAYMENT OF EXPENSES. The Guarantor agrees, as principal obligor
and not as guarantor only, to pay to the Manager or the PR Tenant, as the case
may be, forthwith, upon demand, in immediately available federal funds, all
costs and expenses (including court costs and reasonable legal expenses)
incurred or expended by either the Manager or the PR Tenant or both in
connection with the enforcement of this Agreement, together with interest at the
Interest Rate on amounts recoverable under this Agreement from the time such
amounts become due until payment.

          2.3  LEGAL EXISTENCE. The Guarantor shall do or cause to be done all
things necessary to preserve and keep in full force and effect its existence as
a Maryland real estate investment trust.

                                      - 2 -
<Page>

          2.4  FINANCIAL STATEMENTS. The Guarantor shall furnish to the Manager
and the PR Tenant within ten (10) days after the filing by the Guarantor of any
financial statement with any governmental agency, quasi-governmental agency or
stock exchange, a copy of the same; PROVIDED, HOWEVER, if the Guarantor is not
required to file interim and annual financial statements with the Securities and
Exchange Commission the Guarantor shall furnish the following statements to the
Manager and the PR Tenant:

          (a)  Within forty-five (45) days after each interim period for which
the Guarantor prepares Consolidated Financials, the Consolidated Financials of
the Guarantor for such period; and

          (b)  within ninety (90) days after each fiscal year of the Guarantor,
the Consolidated Financials of the Guarantor for such fiscal year audited by a
firm of independent certified public accountants.

     3.   GUARANTEE. The Guarantor hereby unconditionally guarantees that the
Guaranteed Obligations which become due and payable during the term of the
Management Agreement and the PR Lease shall be paid in full when due and
payable, whether upon demand, at the stated or accelerated maturity thereof or
upon any mandatory or voluntary prepayment pursuant to any Transaction Document,
or otherwise. This guarantee is a guarantee of payment and not of collectibility
and is absolute and in no way conditional or contingent. In case any part of the
Guaranteed Obligations shall not have been paid when due and payable or
performed at the time performance is required, the Guarantor shall, within five
(5) days after receipt of notice from the Manager or the PR Tenant, as the case
may be, pay or cause to be paid to either such Person providing such notice, the
amount thereof as is then due and payable and unpaid (including interest and
other charges, if any, due thereon through the date of payment in accordance
with the applicable provisions of the Transaction Documents) or perform or cause
to be performed such obligations in accordance with the Transaction Documents.

     4.   UNENFORCEABILITY OF GUARANTEED OBLIGATIONS, ETC. If the Tenant or the
PR Landlord is for any reason under no legal obligation to discharge any of the
Guaranteed Obligations as such may apply to it, or if any other moneys included
in the Guaranteed Obligations with respect to (a) the Tenant have

                                      - 3 -
<Page>

become unrecoverable from the Tenant or (b) the PR Landlord have become
unrecoverable from the PR Landlord, in each case by operation of law or for any
other reason, including, without limitation, the invalidity or irregularity in
whole or in part of any Guaranteed Obligation or of any Transaction Document or
any limitation on the liability of the Tenant or the PR Landlord, as the case
may be, thereunder or any limitation on the method or terms of payment
thereunder which may now or hereafter be caused or imposed in any manner
whatsoever, the guarantees contained in this Agreement shall nevertheless remain
in full force and effect in accordance with the terms set forth herein and shall
be binding upon the Guarantor to the same extent as if the Guarantor at all
times had been the principal debtor on all such Guaranteed Obligations.

     5.   ADDITIONAL GUARANTEES. This Agreement shall be in addition to any
other guarantee or other security for the Guaranteed Obligations and it shall
not be prejudiced or rendered unenforceable by the invalidity of any such other
guarantee or security or by any waiver, amendment, release or modification
thereof.

     6.   CONSENTS AND WAIVERS, ETC. The Guarantor hereby acknowledges receipt
of correct and complete copies of each of the Transaction Documents and consents
to all of the terms and provisions thereof, as the same may be from time to time
hereafter amended or changed in accordance therewith, and waives, to the extent
the Guarantor lawfully may do so, (a) presentment, demand for payment, and
protest of nonpayment, of any of the Guaranteed Obligations, (b) notice of
acceptance of this Agreement and of diligence, presentment, demand and protest,
(c) notice of any default hereunder and any default, breach or nonperformance or
a default under any of the Guaranteed Obligations or the Transaction Documents,
except as expressly provided in SECTION 3, (d) notice of the terms, time and
place of any private or public sale of collateral held as security for the
Guaranteed Obligations, (e) demand for performance or observance of, and any
enforcement of any provision of, or any pursuit or exhaustion of rights or
remedies against the Tenant, the PR Landlord or any other guarantor of the
Guaranteed Obligations, under or pursuant to the Transaction Documents, or any
agreement directly or indirectly relating thereto and any requirements of
diligence or promptness on the part of the holders of the Guaranteed Obligations
in connection therewith, and (f) any and all demands and notices of every kind

                                      - 4 -
<Page>

and description with respect to the foregoing or which may be required to be
given by any statute or rule of law.

     7.   NO IMPAIRMENT, ETC. The obligations, covenants, agreements and duties
of the Guarantor under this Agreement shall not be affected or impaired by any
assignment or transfer in whole or in part of any of the Guaranteed Obligations
without notice to the Guarantor, or any waiver by the Manager, the PR Tenant or
any holder of any of the Guaranteed Obligations or by the holders of all of the
Guaranteed Obligations of the performance or observance by the Tenant, the PR
Landlord or any other guarantor of any of the agreements, covenants, terms or
conditions contained in the Guaranteed Obligations or the Transaction Documents
or any indulgence in or the extension of the time for payment by the Tenant, the
PR Landlord or any other guarantor of any amounts payable under or in connection
with the Guaranteed Obligations or the Transaction Documents or any other
instrument or agreement relating to the Guaranteed Obligations or of the time
for performance by the Tenant, the PR Landlord or any other guarantor of any
other obligations under or arising out of any of the foregoing or the extension
or renewal thereof, or the modification or amendment (whether material or
otherwise) of any duty, agreement or obligation of the Tenant, the PR Landlord
or any other guarantor set forth in any of the foregoing, or the voluntary or
involuntary sale or other disposition of all or substantially all the assets of
the Tenant, the PR Landlord or any other guarantor or insolvency, bankruptcy, or
other similar proceedings affecting the Tenant, the PR Landlord or any other
guarantor or any assets of the Tenant, the PR Landlord or any such other
guarantor, or the release or discharge of the Tenant, the PR Landlord or any
such other guarantor from the performance or observance of any agreement,
covenant, term or condition contained in any of the foregoing without the
consent of the holders of the Guaranteed Obligations by operation of law.

     8.   REIMBURSEMENT, SUBROGATION, ETC. The Guarantor hereby covenants and
agrees that the Guarantor will not enforce or otherwise exercise any rights of
reimbursement, subrogation, contribution or other similar rights against the
Tenant, the PR Landlord or any other person with respect to the Guaranteed
Obligations prior to the irrevocable payment in full of all amounts then due and
owing but unpaid under the Management Agreement, and until the Guaranteed
Obligations have been satisfied in full, the Guarantor shall not have any right
of subrogation, and the Guarantor waives any defense it may have

                                      - 5 -
<Page>

based upon any election of remedies by the Manager or the PR Tenant which
destroys the Guarantor's subrogation rights or the Guarantor's rights to proceed
against the Tenant or the PR Landlord, as the case may be, for reimbursement,
including, without limitation, any loss of rights the Guarantor may suffer by
reason of any rights, powers or remedies of the Tenant or the PR Landlord in
connection with any anti-deficiency laws or any other laws limiting, qualifying
or discharging the indebtedness to the Manager or the PR Tenant. Until all
obligations of the Tenant or the PR Landlord, as the case may be, pursuant to
the Transaction Documents shall have been irrevocably paid and satisfied in
full, the Guarantor waives any right to enforce any remedy which the Manager or
the PR Tenant now has or may in the future have against the Tenant, the PR
Landlord, any other guarantor or any other person and any benefit of, or any
right to participate in, any security whatsoever now or in the future held by
the Manager or the PR Tenant.

     9.   DEFEASANCE; GUARANTY LIMITATIONS. The Guarantor's obligations
hereunder shall terminate upon the date on which the Guaranteed Obligations have
been paid and performed in full and all other obligations of the Guarantor to
the Manager and the PR Tenant under this Agreement have been irrevocably
satisfied in full; PROVIDED, HOWEVER, if at any time, all or any part of any
payment applied on account of the Guaranteed Obligations is or must be rescinded
or returned for any reason whatsoever (including, without limitation, the
insolvency, bankruptcy or reorganization of the Tenant or the PR Landlord), this
Agreement, to the extent such payment is or must be rescinded or returned, shall
be deemed to have continued in existence notwithstanding any such termination.

     10.  NOTICES. (a) Any and all notices, demands, consents, approvals,
offers, elections and other communications required or permitted under this
Agreement shall be deemed adequately given if in writing and the same shall be
delivered either in hand, by telecopier with written acknowledgment of receipt,
or by mail or Federal Express or similar expedited commercial carrier, addressed
to the recipient of the notice, postpaid and registered or certified with return
receipt requested (if by mail), or with all freight charges prepaid (if by
Federal Express or similar carrier).

     (b)  All notices required or permitted to be sent hereunder shall be deemed
to have been given for all purposes of this Agreement upon the date of
acknowledged receipt, in the case of

                                      - 6 -
<Page>

a notice by telecopier, and, in all other cases, upon the date of receipt or
refusal, except that whenever under this Agreement a notice is either received
on a day which is not a Business Day or is required to be delivered on or before
a specific day which is not a Business Day, the day of receipt or required
delivery shall automatically be extended to the next Business Day.

     (c)  All such notices shall be addressed,

     if to the Guarantor to:

          HPT TRS IHG-2, Inc.
          c/o Hospitality Properties Trust
          400 Centre Street
          Newton, Massachusetts  02458
          Attn: Mr. John G. Murray
          Telecopier No. (617) 969-5730

     with a copy to:

          Sullivan & Worcester LLP
          One Post Office Square
          Boston, Massachusetts  02109
          Attn: Warren M. Heilbronner, Esq.
          Telecopier No. (617) 338-2880

     if to the Manager to: IHG Management (Maryland) LLC and if to the PR Tenant
     to: HPT IHG PR, Inc.

     in each case at the following address:

          c/o Six Continents Hotels, Inc.
          3 Ravinia Drive, Suite 100
          Atlanta, Georgia 30346
          Attn: Vice President of Operations
          Telecopier No. (770) 604-8875

     with a copy to:

          Intercontinental Hotels Group
          Resources, Inc.
          c/o Six Continents Hotels, Inc.
          3 Ravinia Drive, Suite 100
          Atlanta, Georgia 30346
          Attn: General Counsel - Operations
          Telecopier No. (770) 604-5802

                                      - 7 -
<Page>

     with a copy to:

          Alston & Bird LLP
          One Atlantic Center
          1201 West Peachtree Street
          Atlanta, Georgia 30309
          Attn: Timothy Pakenham, Esq.
          Telecopier No. (404) 253-8885

     (d)  By notice given as herein provided, the parties hereto and their
respective successors and assigns shall have the right from time to time and at
any time during the term of this Agreement to change their respective addresses
effective upon receipt by the other parties of such notice and each shall have
the right to specify as its address any other address within the United States
of America.

     11.  SUCCESSORS AND ASSIGNS. Whenever in this Agreement, any of the parties
hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party, including without limitation the holders, from time
to time, of the Guaranteed Obligations; and all representations, warranties,
covenants and agreements by or on behalf of the Guarantor which are contained in
this Agreement shall inure to the benefit of the Manager's and the PR Tenant's
respective successors and assigns, including, without limitation, such holders,
whether so expressed or not.

     12.  APPLICABLE LAW. This Agreement and any other instruments executed and
delivered to evidence, complete or perfect the transactions contemplated hereby
shall be interpreted, construed, applied and enforced in accordance with the
laws of New York applicable to contracts between residents of New York which are
to be performed entirely within New York, regardless of (i) where any such
instrument is executed or delivered; or (ii) where any payment or other
performance required by any such instrument is made or required to be made; or
(iii) where any breach of any provision of any such instrument occurs, or any
cause of action otherwise accrues; or (iv) where any action or other proceeding
is instituted or pending; or (v) the nationality, citizenship, domicile,
principal place of business, or jurisdiction of organization or domestication of
any party; or (vi) whether the laws of the forum jurisdiction otherwise would
apply the laws of a jurisdiction other than New York; or (vii) any combination
of the foregoing.

                                      - 8 -
<Page>

     All actions and proceedings arising out of or in any way relating to this
Agreement shall be brought, heard, and determined exclusively in an otherwise
appropriate federal or state court located within the State of New York.
Guarantor hereby (i) submits to the exclusive jurisdiction of any New York
federal or state court of otherwise competent jurisdiction for the purpose of
any action or proceeding arising out of or relating to this Agreement and (ii)
voluntarily and irrevocably waives, and agrees not to assert by way of motion,
defense, or otherwise in any such action or proceeding, any claim or defense
that it is not personally subject to the jurisdiction of such a court, that such
a court lacks personal jurisdiction over Guarantor or the matter, that the
action or proceeding has been brought in an inconvenient or improper forum, that
the venue of the action or proceeding is improper, or that this Agreement may
not be enforced in or by such a court. To the maximum extent permitted by
applicable law, Guarantor consents to service of process by registered mail,
return receipt requested, or by any other manner provided by law.

     To the maximum extent permitted by applicable law, each of the parties
hereto waives its rights to trial by jury with respect to this Agreement or any
matter arising in connection herewith.

     13.  MODIFICATION OF AGREEMENT. No modification or waiver of any provision
of this Agreement, nor any consent to any departure by the Guarantor therefrom,
shall in any event be effective unless the same shall be in writing and signed
by both the Manager and the PR Tenant, and such modification, waiver or consent
shall be effective only in the specific instances and for the purpose for which
given. No notice to or demand on the Guarantor in any case shall entitle the
Guarantor to any other or further notice or demand in the same, similar or other
circumstances.

     14.  WAIVER OF RIGHTS BY THE MANAGER AND THE PR TENANT. Neither any failure
nor any delay on the part of the Manager or the PR Tenant in exercising any
right, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise, or the exercise of any other right, power or privilege.

     15.  SEVERABILITY. In case any one or more of the provisions contained in
this Agreement should be invalid,

                                      - 9 -
<Page>

illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby, but this Agreement shall be reformed and
construed and enforced to the maximum extent permitted by applicable law.

     16.  ENTIRE CONTRACT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and shall
supersede and take the place of any other instruments purporting to be an
agreement of the parties hereto relating to the subject matter hereof.

     17.  HEADINGS; COUNTERPARTS. Headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one instrument, and in
pleading or proving any provision of this Agreement, it shall not be necessary
to produce more than one of such counterparts.

     18.  REMEDIES CUMULATIVE. No remedy herein conferred upon the Manager
and/or the PR Tenant is intended to be exclusive of any other remedy, and each
and every remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by
statute or otherwise.

     19.  NONLIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING THE
GUARANTOR, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE
"DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF
THE STATE OF MARYLAND, PROVIDES THAT, AND THE MANAGER AND THE PR TENANT BY THEIR
ACCEPTANCE HEREOF AGREE THAT, THE NAME "HOSPITALITY PROPERTIES TRUST" REFERS TO
THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT
INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE
OR AGENT OF THE GUARANTOR SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR
SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE GUARANTOR. ALL PERSONS
DEALING WITH THE GUARANTOR, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE
GUARANTOR FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

                                     - 10 -
<Page>

     WITNESS the execution hereof under seal as of the date above first written.

                                       HOSPITALITY PROPERTIES TRUST


                                       By:
                                          -----------------------------
                                          John G. Murray
                                          President


ACKNOWLEDGED AND AGREED:

IHG MANAGEMENT (MARYLAND) LLC

By:
   ------------------------------
   Robert J. Chitty
   Vice President


INTERCONTINENTAL HOTELS (PUERTO RICO) INC.

By:
   ------------------------------
   Robert J. Chitty
   Vice President
<Page>
                                    EXHIBIT R


                     FIRST AMENDMENT TO MANAGEMENT AGREEMENT


     THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this "AMENDMENT") is made as
of ___________ __, 2005 by and between IHG MANAGEMENT (MARYLAND) LLC, a Maryland
limited liability company ("MANAGER"), and HPT TRS IHG-2, INC., a Maryland
corporation ("OWNER").

     WHEREAS, Manager and Owner entered into that certain Management Agreement,
dated as of February __, 2005 (the "MANAGEMENT AGREEMENT"); and

     WHEREAS, Manager and Owner wish to amend the Management Agreement to
include , among other things, the Hotel located at the Site listed on EXHIBIT A
attached hereto (the "ADDITIONAL HOTEL");

     NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are herein acknowledged, Owner and Manager, intending to be
legally bound, hereby agree as follows:
<Page>

     1. Capitalized terms used in this Amendment and not otherwise defined
herein shall have the meaning ascribed thereto in the Management Agreement.

     2. Section 1.10 of the Management Agreement is amended by adding the
following sentence at the end thereof: "The Base Priority Amount shall be
increased on ______________, 2005 by $2,440,640.00."

     3. Section 1.80 of the Management Agreement is amended by deleting the
phrase "Two Million Seven Hundred Thirty Four Thousand Six Hundred Sixty Three
Dollars ($2,734,663.00)," in the second and third lines thereof and replacing it
with the following: "Three Million Thirty Seven Thousand Five Hundred Dollars
($3,037,500.00)."

     4. Section 1.34 of the Management Agreement is deleted in its entirety and
the following inserted into its place:

     "1.34 "Effective Date" shall mean February __, 2005 with respect to all
Hotels hereunder except for the Austin, TX InterContinental Hotel, for which the
"Effective Date: shall be ___________, 2005."

     5. Section 1.110 of the Management Agreement is deleted in its entirety and
the following inserted in its place:

     "1.108 "SITES" shall mean, collectively, the parcels of real estate more
particularly described in EXHIBITS A-1 and A-2."

                                       2
<Page>

     6. EXHIBIT A to the Management Agreement is hereby amended by renaming it
EXHIBIT A-1. EXHIBIT A to this Amendment is inserted as EXHIBIT A-2 to the
Management Agreement after such EXHIBIT A-1.

     7. EXHIBIT C to the Management Agreement is hereby deleted in its entirety
and replaced with the EXHIBIT C attached hereto.

     8. There is added to the end of EXHIBIT D to the Management Agreement the
maps showing, or other descriptions of, the Restricted Area for the Additional
Hotel set forth in EXHIBIT D hereto.

     9. As of the date hereof, no event has occurred and is continuing under the
Management Agreement that constitutes a Manager Default or Manager Event of
Default.

     10. Manager hereby consents to the amendment to the Lease of even date
herewith pursuant to which Owner leases the Additional Hotel from Purchaser.

     11. All references in the Management Agreement to the Management Agreement
shall be deemed to be references thereto as amended hereby.

     12. As modified hereby, the Management Agreement is in full force and
effect and is hereby ratified and confirmed.

     13. This Amendment may be executed in one or more counterparts, all of
which counterparts shall constitute but one and the same document.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]

                                       3
<Page>

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment effective as of the day and year first above written.

                                      OWNER:

                                      HPT TRS IHG-2, INC.


                                      By:
                                           -----------------------------------
                                      Name: John G. Murray
                                      Title: Vice President


                                       4
<Page>
                                      MANAGER:

                                      IHG MANAGEMENT (MARYLAND) LLC


                                      By:
                                           -----------------------------------
                                      Name: Robert J. Chitty
                                      Title: Vice President


                                       5
<Page>
                                    Exhibit A

                     Exhibit A-2 to the Management Agreement

                                   Exhibit A-2

                               Legal Descriptions

                                Additional Hotel



<Page>

                                    Exhibit C

                Substitute Exhibit C to the Management Agreement
<Page>

                                    Exhibit D

                    Restricted Areas for the Additional HOtel
<Page>
                                   EXHIBIT X-1

                        AMENDMENT TO MANAGEMENT AGREEMENT

                     FIRST AMENDMENT TO MANAGEMENT AGREEMENT

     THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this "FIRST AMENDMENT") is
made as of February ___, 2005 by and between HPT TRS IHG-1, INC., a Maryland
corporation ("OWNER"), and INTERCONTINENTAL HOTELS GROUP RESOURCES, INC., a
Delaware corporation ("MANAGER").

     WHEREAS, Owner and Manager entered into that certain Management Agreement,
dated as of October 27, 2003 (the "MANAGEMENT AGREEMENT"); and

     WHEREAS, Owner and Manager wish to amend the Management Agreement, subject
to and upon the terms and conditions hereinafter provided;

     NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are herein acknowledged, Owner and Manager, intending to be
legally bound, hereby agree as follows:

  1. Capitalized terms used in this First Amendment and not otherwise defined
herein shall have the meaning ascribed thereto in the Management Agreement.

  2. From and after the date hereof, Section 1.43 ("Guaranty") of the Management
Agreement is hereby deleted in its entirety and the following inserted in its
place:

     "GUARANTY" shall mean that certain Amended and Restated Consolidated
     Guaranty Agreement dated as of February ____, 2005 made by IHG for the
     benefit of, INTER ALIA, Owner, or, if applicable, the New Candlewood
     Guaranty (as defined in such Amended and Restated Consolidated Guaranty
     Agreement) as the same may be amended, supplemented or replaced from time
     to time excluding, however, the New Staybridge Guaranty (as defined in such
     Amended and Restated Consolidated Guaranty Agreement) as the same may be
     amended, supplemented or replaced from time to time.

  3. Section 17.2 ("Remedies for Manager Default") of the Management Agreement
is hereby amended by: (i) deleting the phrase "so long as Guarantor's
obligations under Section 3 thereof has not been terminated in accordance

<Page>

with the terms of the Guaranty" located in the last sentence thereof; and (ii)
deleting the sixth (6th) sentence thereof in its entirety and inserting the
following in its place:

     Such liquidated damages shall be equal to the sum of (i) all accrued but
     unpaid amounts due to Owner hereunder up until the date of termination,
     plus (ii) the Outstanding Balance (as defined in the Guaranty), plus (iii)
     the outstanding balance of the Deposit.

  4. All references in the Management Agreement to the Management Agreement
shall be deemed to be references thereto as amended hereby.

  5. As modified hereby, the Management Agreement is in full force and effect
and is hereby ratified and confirmed.

  6. This First Amendment may be executed in one or more counterparts, all of
which counterparts shall constitute but one and the same document.


                            [SIGNATURE PAGE FOLLOWS.]

                                        2
<Page>

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
First Amendment effective as of the day and year first above written.

                                                  OWNER:

                                                  HPT TRS IHG-1, INC.

                                                  By:
                                                      -------------------------
                                                      John G. Murray
                                                      Vice President


                                                  MANAGER:

                                                  INTERCONTINENTAL HOTELS
                                                  GROUP RESOURCES, INC.

                                                  By:
                                                      -------------------------
                                                      Robert J. Chitty
                                                      Vice President

                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>4
<FILENAME>a2151642zex-2_2.txt
<DESCRIPTION>EXHIBIT 2.2
<TEXT>
<Page>

                                                                     Exhibit 2.2


                  AMENDED AND RESTATED STOCK PURCHASE AGREEMENT


                                 BY AND BETWEEN

                   SIX CONTINENTS INTERNATIONAL HOLDINGS B.V.

                                   AS SELLER,


                                       AND


                           HPT IHG-2 PROPERTIES TRUST

                                    AS BUYER


                                FEBRUARY 9, 2005

<Page>

                                TABLE OF CONTENTS

<Table>
     <S>                                                                                                <C>
     1.   Deadlines and Definitions......................................................................2
          1.1     Deadlines..............................................................................2
          1.2     Definitions............................................................................2
     2.   Transfer of Shares.............................................................................2
     3.   Purchase Price.................................................................................2
     4.   Buyer's Due Diligence and Inspection Rights; Termination Right.................................2
          4.1     Review of Property and Property Documents..............................................2
          4.2     Guidelines for Inspection Rights.......................................................3
          4.3     Title and Survey Examination...........................................................3
          4.4     As-Is, Where-Is, With All Faults Sale..................................................4
          4.5     Termination Right......................................................................5
     5.   Covenants......................................................................................5
          5.1     Seller's Covenants: Effective Date to Closing Date.....................................5
          5.2     Seller's Covenants After the Closing Date.............................................10
          5.3     Approvals and Notifications...........................................................10
          5.4     SEC Matters...........................................................................10
          5.5     Access to Records.....................................................................10
          5.6     Required Work; Generators.............................................................11
     6.   Closing.......................................................................................11
          6.1     Closing Mechanics.....................................................................11
          6.2     Seller's Deliveries...................................................................12
          6.3     Buyer's Deliveries....................................................................14
     7.   Closing Costs.................................................................................15
          7.1     Seller's Closing Costs................................................................15
          7.2     Buyer's Closing Costs.................................................................15
     8.   Representations and Warranties................................................................15
          8.1     Seller's Representations and Warranties...............................................15
          8.2     [Reserved.]...........................................................................22
          8.3     Claims of Breach Prior To Closing.....................................................22
          8.4     Survival and Limits On Buyer's Claims.................................................23
          8.5     Buyer's Representations and Warranties................................................23
     9.   Casualty and Condemnation.....................................................................25
          9.1     Major Event...........................................................................25
          9.2     Closing Despite Casualty/Condemnation.................................................25
     10.  Other Conditions to Closing...................................................................26
          10.1    Conditions to Buyer's Obligations.....................................................26
          10.2    Conditions to Seller's Obligations....................................................27
          10.3    Waiver of Conditions..................................................................27
     11.  Transaction Issues: Brokers, Confidentiality and Indemnity....................................27
          11.1    Brokers...............................................................................28
          11.2    Publicity.............................................................................28
          11.3    Indemnity.............................................................................28
     12.  Default At or Prior to Closing................................................................28
          12.1    Buyer Default.........................................................................29
</Table>

<Page>

<Table>
     <S>                                                                                                <C>
          12.2    Seller Default........................................................................29
     13.  Notices.......................................................................................30
     14.  General Provisions............................................................................31
          14.1    Execution Necessary...................................................................31
          14.2    Counterparts..........................................................................31
          14.3    Successors and Assigns................................................................31
          14.4    Governing Law.........................................................................32
          14.5    Entire Agreement......................................................................32
          14.6    Time is of the Essence................................................................32
          14.7    Interpretation........................................................................32
          14.8    Further Assurances....................................................................32
          14.9    Exclusive Application.................................................................32
          14.10   Partial Invalidity....................................................................33
          14.11   No Implied Waiver.....................................................................33
          14.12   Rights Cumulative.....................................................................33
          14.13   Attorney's Fees.......................................................................33
          14.14   Waiver of Jury Trial..................................................................33
          14.15   Facsimile Signatures..................................................................33
          14.16   No Recordation........................................................................34
          14.17   Exhibits and Schedules................................................................34
          14.18   Jurisdiction..........................................................................34
          14.19   Currency..............................................................................34
     15.  Additional Termination Rights.................................................................34
     16.  Limitation of Liability.......................................................................34
     17.  Conflicting Terms.............................................................................35
     18.  Nonliability of Trustees......................................................................35
</Table>

                                     - ii -
<Page>

                       SCHEDULE OF EXHIBITS AND SCHEDULES

<Table>
<Caption>
                                                                                                   REFERENCE
EXHIBIT                                            TITLE                                           PARAGRAPH
-------                                            -----                                           ---------
  <S>           <C>                                                                              <C>
   A.           LEGAL DESCRIPTION OF LAND                                                           RECITALS
   B.           HOTEL LEASE AGREEMENT                                                               RECITALS
   C.           INDEMNIFICATION AGREEMENT                                                           RECITALS
   D.           LIST OF ASSETS AND LIABILITIES TO BE TRANSFERRED OUT OF THE                      5.1(K), 6.2(M)
                COMPANY PRIOR TO CLOSING DATE                                                      AND 8.1(BB)
   E.           PUERTO RICO COMFORT LETTER                                                           5.1(L)
  E-1           NEW TAX CONCESSION
   F.           TENANT ESTOPPEL CERTIFICATE                                                          5.1(N)
   G.           GROUND LEASE ESTOPPEL                                                                5.1(N)
   H.           AFFIDAVIT OF TITLE                                                                   6.2(D)
   I.           AUTHORITY CERTIFICATE                                                                6.2(F)
   J.           REAFFIRMATION OF REPRESENTATIONS                                                     6.2(G)
   K.           LEASES                                                                               8.1(E)
   L.           LIST OF CONTRACTS                                                                    8.1(E)
   M.           PRESS RELEASE                                                                         11.2
   N.           LETTER REGARDING GUARANTEE                                                           6.2(Q)
   O.           LESSEE GUARANTEE                                                                     6.2(T)
   P.           REQUIRED WORK                                                                         5.6
</Table>

<Table>
<Caption>
                                                                                                   REFERENCE
SCHEDULE                                           TITLE                                           PARAGRAPH
-------                                            -----                                           ---------
  <S>           <C>                                                                                  <C>
  A             DEFINITIONS                                                                          1.2
                SELLER'S REPS AND WARRANTIES
  6.1           CLOSING PROCEDURE                                                                    6.1
  8.1(D)        PENDING OR THREATENED LITIGATION                                                     8.1(D)
  8.1(F)        CONDITIONS MATERIALLY AFFECTING THE PROPERTY                                         8.1(F)
  8.1(G)        CONDITIONS AFFECTING UTILITIES AND SERVICES                                          8.1(G)
  8.1(H)        VIOLATION OF LAWS RELATING TO ZONING, CONSTRUCTION, HEALTH                           8.1(H)
                AND FIRE SAFETY, ETC.
  8.1(I)        UNPAID (DELINQUENT) TAXES OR SPECIAL ASSESSMENTS                                     8.1(I)
  8.1(K)        HAZARDOUS MATERIALS                                                                  8.1(K)
  8.1(M)        MATERIAL DEFECTS IN PROPERTY                                                         8.1(M)
  8.1(N)        UNPAID TAXES, ETC.                                                                   8.1(N)
  8.1(O)        UNOBTAINED LICENSES AND PERMITS                                                      8.1(O)
  8.1(R)        VIOLATION OF LAWS                                                                    8.1(R)
  8.1(T)        MATERIAL DEFAULTS WITH RESPECT TO PERMITTED TITLE EXCEPTIONS                         8.1(T)
  8.1(W)        INFORMATION WITH RESPECT TO LEASES AND GROUND LEASES                                 8.1(W)
  8.1(AA)       LIST OF MATERIAL GOVERNMENTAL LICENSES, PERMITS,                                     8.1(AA)
</Table>

<Page>

<Table>
  <S>           <C>                                                                                  <C>
                CONCESSIONS AND FRANCHISES
  8.1(BB)(iii)  PENDING OR THREATENED LITIGATION CONTINUING AFTER CLOSING                            8.1(BB)(iii)
</Table>

                                     - ii -
<Page>

                  AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

     THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this "AGREEMENT") is
made and entered into as of February 9, 2005, by and between SIX CONTINENTS
INTERNATIONAL HOLDINGS B.V., a Netherlands closed limited liability company
("SELLER"), and HPT IHG-2 PROPERTIES TRUST, a Maryland real estate investment
trust ("BUYER").

                                    RECITALS:

     WHEREAS, Seller owns all of the issued and outstanding shares of common
stock, with a par value of One Hundred Dollars ($100) per share (the "COMPANY
SHARES"), of Crowne Plaza (Puerto Rico) Inc., a corporation organized under the
laws of the Commonwealth of Puerto Rico (the "COMPANY");

     WHEREAS, the Company is the owner of the InterContinental San Juan Resort
and Casino in San Juan, Puerto Rico (the "HOTEL"), including (i) fee simple
title ("pleno dominio") to the land described on EXHIBIT A (the "OWNED REAL
PROPERTY"), (ii) a valid and assignable leasehold estate in and to the leased
land also described on EXHIBIT A (the "LEASED REAL PROPERTY") and (iii) the
Property (as hereinafter defined);

     WHEREAS, Seller and Buyer are parties to that certain Stock Purchase
Agreement dated as of December 17, 2004, as amended as of December 22, 2004,
January 14, 2005, January 26, 2005, February 2, 2005 and February 8, 2005 (the
"ORIGINAL AGREEMENT"), pursuant and subject to the terms and conditions of which
Buyer has agreed to purchase the Company Shares from Seller;

     WHEREAS, Seller and Buyer desire to amend and restate the Original
Agreement as herein provided;

     WHEREAS, this Agreement contemplates a transaction in which Buyer will
purchase from Seller, and Seller will sell to Buyer, all of the Company Shares
for an aggregate purchase price of One Hundred Nineteen Million and No/100
Dollars ($119,000,000.00), plus an amount equal to the amount of Working Capital
of the Company at Closing and Buyer will thereby acquire all the outstanding
capital stock of the Company, all upon the terms and conditions set forth
herein;

     WHEREAS, simultaneously with the execution of this Agreement by Buyer and
Seller, Buyer and certain related parties of Seller and the Company (each, a
"SELLER RELATED PARTY," collectively, the "SELLER RELATED PARTIES") are entering
into an Amended and Restated Purchase and Sale Agreement (as amended from time
to time, the "PURCHASE AND SALE AGREEMENT") pursuant to which Buyer will
purchase certain other hotels and properties owned by the Seller Related
Parties;

     WHEREAS, a Seller Related Party (such party being the "LESSEE"), on one
hand, and the Company or a related party of Buyer (such party being the
"LESSOR"), on the other hand, shall enter into a Lease Agreement in the form
attached hereto as EXHIBIT B (the "HOTEL LEASE AGREEMENT") pursuant to which the
Lessor will lease the Hotel to the Lessee; and

<Page>

     WHEREAS, on the Closing Date, Buyer, Seller and Holiday Hospitality
Franchising, Inc., a Delaware corporation ("HHF"), will enter into an
Indemnification Agreement substantially in the form attached hereto as EXHIBIT C
(the "INDEMNIFICATION AGREEMENT"), pursuant to which Seller and HHF will
indemnify Buyer and its affiliates with respect to certain potential losses and
damages.

     NOW, THEREFORE, for and in consideration of the promises, covenants,
representations and warranties hereinafter set forth, the sum of Ten Dollars
($10.00) and other good and valuable consideration in hand paid by Seller to
Buyer and by Buyer to Seller upon the execution of this Agreement, the receipt
and sufficiency of which are hereby acknowledged by each of the parties hereto,
the parties hereto hereby agree to amend and restate the Original Agreement in
its entirety as follows:

     1.   DEADLINES AND DEFINITIONS.

          1.1     DEADLINES. Wherever used in this Agreement, the following
terms shall have the meanings set forth below:

          "CLOSING DEADLINE" shall be the same date as the initial "Closing
     Deadline" set forth in, and as such date may be extended in accordance with
     the terms of, the Purchase and Sale Agreement.

          "DUE DILIGENCE DEADLINE" shall mean February 9, 2005.

          1.2     DEFINITIONS. In addition, wherever used in this Agreement, the
terms set forth on SCHEDULE A shall have the meanings set forth on SCHEDULE A.

     2.   TRANSFER OF SHARES. Subject to the terms and conditions of this
Agreement on the Closing Date, Buyer agrees to purchase from Seller, and Seller
agrees to sell to Buyer, all of the Company Shares for the consideration
specified below in Paragraph 3.

     3.   PURCHASE PRICE. Subject to the terms and conditions of this Agreement,
on the Closing Date, Buyer shall pay to Seller (1) an aggregate amount of One
Hundred Nineteen Million and No/100 Dollars ($119,000,000.00), in cash by wire
transfer, for the Company Shares (the "PURCHASE PRICE"), and (2) an aggregate
amount, in cash by wire transfer, equal to Thirty Two Million Seven Hundred
Thousand and No/00 Dollars ($32,700,000.00)] on account of the Working Capital
of the Company (such amount, together with the Purchase Price, the "ADJUSTED
PURCHASE PRICE").

     4.   BUYER'S DUE DILIGENCE AND INSPECTION RIGHTS; TERMINATION RIGHT.

          4.1     REVIEW OF PROPERTY AND PROPERTY DOCUMENTS. Until Closing, and
subject to the terms of Paragraph 4.2, Seller shall provide, and shall cause the
Company to provide, Buyer and Buyer's Representatives with access to the
Property and the Property Documents, wherever located, upon reasonable prior
notice at reasonable times during business hours, with the right and license to
conduct Due Diligence with respect to the Property. Subject to Paragraphs 7.1
and 7.2, Buyer covenants and agrees that it will inspect the Hotel at its sole
cost and expense and will not allow any liens to attach against the Hotel as a
result of its Due

                                      - 2 -
<Page>

Diligence. If Buyer or Seller Terminates this Agreement, then upon written
request from Seller, Buyer shall endeavor to deliver promptly to Seller (at no
cost to Buyer) copies of all Buyer's Diligence Reports in its possession (except
for such materials which Buyer deems confidential or proprietary), but with no
liability for the accuracy thereof and no representation that Seller or any
other party may rely thereon. Seller represents that neither it nor the Company
has altered or intentionally withheld any part of the Property Documents
delivered to Buyer.

          4.2     GUIDELINES FOR INSPECTION RIGHTS. Buyer's rights to conduct
Due Diligence shall be subject to the following further requirements: (a) Due
Diligence must not unreasonably interfere with the operation or management of
the Hotel or unreasonably disturb the rights of guests or Tenants; (b) Buyer
must provide Seller with at least twenty-four (24) hours prior written notice of
its intent to perform Due Diligence on the Property and Seller shall have the
right to have a representative of Seller and/or the Company present during any
such entry upon the Property by Buyer or Buyer's Representatives; (c) Buyer
shall not contact any Tenant, Hotel contractor, Hotel guest, or Hotel employee
without Seller's prior written consent, which consent shall not be unreasonably
withheld or delayed; (d) Seller or its designated representative shall have the
right to pre-approve (which approval shall not be unreasonably withheld or
delayed), and be present during, any physical testing of the Property; (e) Buyer
shall immediately return the Property to the condition existing prior to any
tests and inspections; (f) Due Diligence activities may not unreasonably affect
the appearance of the Hotel in any way; and (g) Buyer may not conduct any
invasive sampling, boring, testing, or analysis of soils, surface water or
groundwater at the Property without first having obtained prior written approval
of Seller, which approval shall not be unreasonably withheld or delayed. Prior
to such time as Buyer or any of Buyer's Representatives enter the Property,
Buyer shall (i) obtain policies of general liability insurance which insure
Buyer and Buyer's Representatives with liability insurance limits of not less
than $1,000,000 combined single limit for personal injury and property damage
and name the Company as an additional insured and provide such additional
coverages with appropriate limits as Seller and/or the Company shall reasonably
require, and (ii) provide the Company with certificates of insurance evidencing
that Buyer has obtained the aforementioned policies of insurance.
Notwithstanding any provision in this Agreement to the contrary, except in
connection with the preparation of (i) a so-called "Phase I" environmental
report with respect to the Property or (ii) a zoning report with respect to the
Property, Buyer shall not contact any governmental official or representative
regarding hazardous materials on, or the environmental condition of, the
Property, or the status of compliance of the Property with zoning, building code
or similar Laws, without Seller's prior written consent thereto, which consent
shall not be unreasonably withheld or delayed.

          4.3     TITLE AND SURVEY EXAMINATION. Seller, on or prior to the
Effective Date, delivered, or caused the Company to deliver, to Buyer a copy of
Seller's or the Company's, as applicable, most recent Survey of the Property and
a Title Commitment.

          A.      TITLE AND SURVEY OBJECTIONS. Buyer shall have until the Due
Diligence Deadline to notify Seller in writing of any Title Objections. If Buyer
fails to notify Seller of any Title Objections on or before such date, then,
notwithstanding any other provisions set forth herein, such failure to notify
Seller shall constitute a waiver of such right to object to such matters
existing as of the Effective Date and disclosed in the Title Commitment or
Survey. Seller shall notify Buyer within three (3) Business Days of its receipt
of such notice if Seller has

                                      - 3 -
<Page>

elected to Remove, or to cause the Company to Remove, any such Title Objections.
If Seller fails to respond within such timeframe, Seller shall be deemed to have
declined to remove such Title Objections (other than Required Removal Items). If
Seller does not covenant in writing to Buyer that Seller will Remove, or cause
the Company to Remove, the Title Objections prior to Closing (other than
Required Removal Items), Buyer shall have until the Closing Date to elect in
writing, either to (a) Terminate this Agreement, and the parties shall have no
further rights or obligations hereunder, except for those which expressly
survive any such termination, or (b) waive its Title Objections (other than
Required Removal Items) and proceed with the transaction pursuant to the
remaining terms and conditions of this Agreement. If Buyer fails to give Seller
notice of its election by such time, it shall be deemed to have elected to
Terminate this Agreement. Any such Title Objection so waived by Buyer shall be
deemed to constitute a Permitted Title Exception and the Closing shall occur as
herein provided without any reduction of or credit against the Purchase Price.

          B.      CURE OF TITLE MATTERS. At Closing, if this Agreement is not
Terminated as permitted herein, Seller shall Remove or cause to be Removed any
Title Objections to the extent (and only to the extent) that the same constitute
Required Removal Items.

          C.      BUYER'S RIGHT TO TERMINATE. If Seller fails to Remove or cause
to be removed any Title Objection (other than Required Removal Items) prior to
Closing that it has agreed to remove (or cause to be removed) pursuant to
subsection (A) above, then Buyer's sole remedy shall be to Terminate this
Agreement by written notice to Seller on or prior to the Closing Date, and the
parties shall have no further rights or obligations hereunder except for those
which expressly survive any such termination.

          D.      PRE-CLOSING "GAP" DEFECTS. Whether or not Buyer shall have
furnished to Seller any notice of Title Objections before the Due Diligence
Deadline, Buyer may at or prior to Closing notify Seller in writing of any
defects in the Title Commitment or the Survey appearing in the Title Commitment
or the Survey for the first time at any time after the Effective Date. With
respect to any Title Objections set forth in such notice, Buyer shall have the
same rights as those which apply to any notice of defects in title resulting
from a notice of title defects by Buyer on or before the Due Diligence Deadline
and Seller shall have the same rights and obligations to cure (or cause to be
cured) the same at or prior to Closing. If necessary, the date for Closing shall
be extended by written notice from Seller to Buyer (by not more than fifteen
(15) days) to allow Seller to cure such pre-closing "gap" defects.

          4.4     AS-IS, WHERE-IS, WITH ALL FAULTS SALE. (a) EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY DOCUMENTS TO BE EXECUTED AND
DELIVERED BY SELLER AT THE CLOSING, SELLER DISCLAIMS THE MAKING OF ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROPERTY OR
MATTERS AFFECTING THE PROPERTY, WHETHER MADE BY SELLER, ON ITS BEHALF OR
OTHERWISE INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY,
TITLE TO OR THE BOUNDARIES OF THE REAL PROPERTY, PEST CONTROL MATTERS, SOIL
CONDITIONS, THE PRESENCE, EXISTENCE OR ABSENCE OF HAZARDOUS WASTES, TOXIC
SUBSTANCES OR OTHER ENVIRONMENTAL MATTERS, COMPLIANCE WITH BUILDING, HEALTH,
SAFETY, LAND USE AND ZONING LAWS, REGULATIONS AND

                                      - 4 -
<Page>

ORDERS, STRUCTURAL AND OTHER ENGINEERING CHARACTERISTICS, TRAFFIC PATTERNS,
MARKET DATA, ECONOMIC CONDITIONS OR PROJECTIONS, THE FITNESS OF THE PROPERTY FOR
USE AS A HOTEL, THE FINANCIAL PERFORMANCE OR POTENTIAL OF THE PROPERTY AND ANY
OTHER INFORMATION PERTAINING TO THE PROPERTY OR THE MARKET AND PHYSICAL
ENVIRONMENTS IN WHICH THEY ARE LOCATED. BUYER ACKNOWLEDGES (I) THAT BUYER HAS
ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS
OWN INVESTIGATION OR THAT OF THIRD PARTIES WITH RESPECT TO THE PHYSICAL,
ENVIRONMENTAL, FINANCIAL, ECONOMIC AND LEGAL CONDITION OF THE PROPERTY; AND (II)
THAT BUYER IS NOT RELYING UPON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES OF
ANY KIND, OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY
DOCUMENT TO BE EXECUTED AND DELIVERED TO BUYER AT THE CLOSING, MADE BY SELLER.
BUYER FURTHER ACKNOWLEDGES THAT IT HAS NOT RECEIVED FROM OR ON BEHALF OF SELLER
ANY ACCOUNTING, TAX, LEGAL, ARCHITECTURAL, ENGINEERING, PROPERTY MANAGEMENT OR
OTHER ADVICE WITH RESPECT TO THIS TRANSACTION AND IS RELYING SOLELY UPON THE
ADVICE OF THIRD PARTY ACCOUNTING, TAX, LEGAL, ARCHITECTURAL, ENGINEERING,
PROPERTY MANAGEMENT AND OTHER ADVISORS. SUBJECT TO THE PROVISIONS OF THIS
AGREEMENT, BUYER SHALL PURCHASE THE PROPERTY IN THEIR "AS IS" CONDITION ON THE
CLOSING DATE.

          (b)     BUYER ACKNOWLEDGES THAT, TO THE EXTENT REQUIRED TO BE
OPERATIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS PARAGRAPH 4.4 ARE
"CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION
OR ORDER.

          4.5     TERMINATION RIGHT. If Buyer, in its sole and absolute
discretion, determines not to proceed with the Transaction or is not satisfied
with any matters relating to the Property, Buyer may Terminate this Agreement by
written notice to Seller at any time on or prior to the Due Diligence Deadline.
If Buyer does not timely exercise such right to Terminate this Agreement, then
Buyer shall be deemed to have accepted the condition of the Property (subject to
Seller's compliance with the representations, warranties and covenants of this
Agreement, and the conditions set forth in Paragraph 10) and shall thereafter
have no right to Terminate this Agreement on account of such Due Diligence
termination right under this Paragraph 4.5. If after the Due Diligence Deadline
Buyer conducts further Due Diligence, Buyer acknowledges and agrees that Buyer
shall have no further right to terminate this Agreement with respect to such
further Due Diligence or otherwise in accordance with this Paragraph 4.5 after
the Due Diligence Deadline.

     5.   COVENANTS.

          5.1     SELLER'S COVENANTS: EFFECTIVE DATE TO CLOSING DATE. Seller
agrees that after the Effective Date:

          A.      CAPITAL STOCK. Seller shall not, and shall cause the Company
not to, redeem, repurchase, sell, pledge or otherwise dispose of any shares of
the capital stock of the

                                      - 5 -
<Page>

Company, or issue any new shares of capital stock of the Company, or grant any
options, warrant or other rights to purchase shares of capital stock of the
Company, without the prior written consent of Buyer.

          B.      CORPORATE DOCUMENTS. Seller shall not, and shall cause the
Company not to, cause any amendment, supplement, waiver or modification to or of
any of the Governing Documents of the Company, without the prior written consent
of Buyer.

          C.      NO ALTERATION OF TITLE. Seller shall not, and shall cause the
Company not to, transfer or alter or encumber in any way the Company's title to
the Real Property as it exists as of the Effective Date without written notice
to, and the prior written consent of, Buyer. If Buyer fails to object in writing
to any such proposed instrument within five (5) Business Days after receipt of
the aforementioned notice, Buyer shall be deemed to have approved the proposed
instrument. Buyer's consent shall not be unreasonably withheld or delayed with
respect to any such instrument that is proposed by Seller.

          D.      NEW LEASES AND MODIFICATIONS TO EXISTING LEASES. If the
Company desires to (i) enter into any new Lease or Ground Lease, (ii) cancel,
modify, amend, extend or renew any existing Lease or any Ground Lease, (iii)
consent to any assignment or sublease in connection with any Lease or any Ground
Lease, (iv) accept any prepayment of rent thereunder (more than thirty (30) days
in advance), or (v) take any other material action with respect to any Lease or
any Ground Lease, Seller shall deliver to Buyer written notice of such action,
which notice shall contain information regarding the proposed action that Seller
believes is reasonably necessary to enable Buyer to make informed decisions with
respect to the advisability of the proposed action. Seller shall not permit the
Company to take such action without Buyer's prior written consent, which consent
will not be unreasonably withheld, conditioned or delayed (and if no response by
Buyer is made within five (5) Business Days after Buyer's receipt of such
request and all documents related thereto, such consent shall be deemed to have
been granted). Seller shall promptly provide Buyer with true, correct and
complete copies of any Lease, modification, or amendment of a Lease entered into
by the Company. Notwithstanding any provision of this Agreement to the contrary,
without any requirement for notice or consent from Buyer, the Company may, but
shall not be obligated to, take any action with respect to any Lease that the
Lessee may, without the consent of the Lessor, take under the Hotel Lease
Agreement as if it had been in effect as of the Effective Date.

          E.      CONTRACTS. If the Company desires to (i) enter into any new
Contracts, (ii) cancel, modify, amend, extend or renew any existing Contracts,
(iii) waive any default under or accept any surrender of any Contracts, or (iv)
take any other material action with respect to any Contract, Seller shall
deliver to Buyer written notice of such action, which notice shall contain
information regarding the proposed action that Seller believes is reasonably
necessary to enable Buyer to make informed decisions with respect to the
advisability of the proposed action. Except for Contracts that can be
terminated, without penalty, upon thirty (30) days (or less) written notice from
the Company, Seller shall not permit the Company to take such action without
Buyer's prior written consent, which consent will not be unreasonably withheld,
conditioned or delayed (and if no response by Buyer is made within five (5)
Business Days after Buyer's receipt of such request and all documents related
thereto, such consent shall be deemed to have been granted); upon delivery of
such written consent, such Contract or modification

                                      - 6 -
<Page>

thereof shall thereupon be included within the definition of "Contracts" set
forth herein. Seller shall promptly provide Buyer with true, correct and
complete copies of any Contract, modification, or amendment entered into by the
Company. Notwithstanding any provision of this Paragraph 5.1(E) to the contrary,
without any requirement for notice or consent from Buyer, the Company may, but
shall not be obligated to, take any action with respect to any Contracts that
the Lessee could, without the consent of Lessor, take under the Hotel Lease
Agreement as if it had been in effect as of the Effective Date.

          F.      MORTGAGE DISCHARGES. On or before the Closing Date, Seller
shall record, or cause to be recorded, at its sole expense, those certain
Mortgage Discharges and Cancellations in the appropriate land records in order
to remove certain mortgage or other liens as encumbrances against the Real
Property; as follows: (a) $9,480,000 mortgage recorded at page 121 of volume 750
of Carolina; (b) 2. $38,000,000 mortgage (reduced to $20,172,961.00) recorded at
page 122 of volume 750 of Carolina; (c) a fixture filing recorded at overleaf of
page 124 of volume 750 of Carolina; (d) the $45,000,000 mortgage in favor of
Column Financial, Inc.; (e) the Financing Statement in favor of Column
Financial, Inc.; (f) the $38,000,000 mortgage in favor of the Puerto Rico
Industrial, Medical, Higher Education and Environmental Pollution Control
Facilities Financing Authority; (g) the $9,480,000 mortgage in favor of bearer
of mortgage note; and (h) the $1,000,000 in favor of Column Financial, Inc.
encumbering the leasehold.

          G.      PERSONAL PROPERTY. Seller shall not, and Seller shall take all
actions required to ensure the Company does not, remove any of the Personal
Property Leases, Contracts, or Other Interests, and the Excluded Property, from
the Real Property nor use any of the Personal Property prior to the Closing Date
except such use thereof as is normal and customary in the operation and
maintenance of the Hotel.

          H.      OTHER CONSENTS AND APPROVALS. Seller and Buyer shall cooperate
and use commercially reasonable efforts (and Seller shall cause the Company to
cooperate and use commercially reasonable efforts) to promptly obtain all
approvals and consents to the Transaction, such approvals to be in form and
substance satisfactory to Seller and Buyer and their respective counsel,
including any approval from any agency or department of the government of Puerto
Rico (including, without limitation, the Puerto Rico Tourism Company and the
Commissioner of Financial Institutions) and any consents or approvals from third
parties to any of the Contracts, Leases or other agreements, provided that
exercise of commercially reasonable efforts shall not require the payment of any
fee or other economic consideration for any such approval or consent from any
party other than to a governmental agency.

          I.      INTELLECTUAL PROPERTY. Buyer acknowledges that subject to the
Hotel Lease Agreement, Seller Related Parties are retaining all right, title and
interest in and to all their respective intellectual property rights that may be
used within or comprise any part of the Property except as may be specifically
licensed to the Company pursuant to a separate license agreement with Lessee or
in accordance with the terms of the Hotel Lease Agreement.

          J.      LIQUOR LICENSE. Buyer acknowledges and agrees that the Lessee
will be responsible for applying for and obtaining any liquor licenses for the
Property from the applicable local and/or state authorities and otherwise be
liable for and conduct in accordance

                                      - 7 -
<Page>

with applicable law all liquor operations at the Property on and after the
Closing Date in accordance with the terms and provisions of the Hotel Lease
Agreement.

          K.      ALLOWABLE TRANSACTIONS. Promptly after the Effective Date, but
in any event on or prior to the Closing Date, Seller shall cause the Company to
transfer to Lessee (1) all of its assets listed on EXHIBIT D for net book value,
and (2) all of its Liabilities of every nature whatsoever, whether actual or
contingent. Further, all employees of the Company shall be transferred to
Lessee, so that as of the Closing Date, the Company shall have no employees.
Finally, Seller shall cause the Company to settle any intercompany accounts
between the Company, on one hand, and Seller or a Seller Related Party, on the
other hand. Copies of all documentation required to accomplish the matters
contemplated by this Paragraph shall be provided to Buyer and its counsel prior
to their execution and at Closing. The parties shall cooperate in addressing any
reasonable comments on such documentation provided by Buyer or its counsel.

          L.      PUERTO RICO COMFORT LETTER/TAX CONCESSION. Attached as EXHIBIT
E is a copy of the "comfort" letter dated December 2, 2004 issued by the Puerto
Rico Tourism Company. The new tax concession referenced in such comfort letter
was issued on December 15, 2004 and is attached hereto as EXHIBIT E-1. Seller
shall use commercially reasonable efforts to (and shall cause the Company to use
commercially reasonable efforts to) obtain the approval of the Puerto Rico
Tourism Company for the transfer of the Company Shares from Seller to Buyer as
expeditiously as possible and to have the amended tax concession described
therein issued as promptly as possible after the Effective Date for the benefit
of Buyer. The parties shall cooperate in all respects to obtain the amended
concession as expeditiously as reasonably possible following the Effective Date.
In connection with the issuance of the amended concession, each party shall take
(and Seller shall cause the Company to take) all actions reasonably necessary to
ensure that "clean" debt certificates with respect to the Company and Seller
(i.e., reflecting no debt) are issued by all appropriate and required agencies
or departments of the government of Puerto Rico (or by any municipal or local
agencies or departments). Seller shall allow Buyer's representatives to
participate in any written application, hearing, telephone call or meeting
involving the Puerto Rico Tourism Company that in any way relates to the matters
contemplated by this paragraph, and shall provide Buyer and its counsel
reasonable notice of any such application, hearing, telephone call or meeting.
Seller shall provide in advance copies of any and all documentation submitted to
the Puerto Rico Tourism Company and shall provide a copy of any and all
documentation received from the Puerto Rico Tourism Company.

          M.      CASINO LICENSE/COMMISSIONER APPROVAL. Promptly after the
Effective Date, Seller shall cause the Company and Lessee to take all required
actions reasonably required to ensure that Lessee obtains a license to operate
the casino at the Hotel as expeditiously as reasonably possible following the
Effective Date and in any event on or prior to the Closing Date. Seller shall
cause the Company and Lessee to disclose to the Commissioner of Financial
Institutions the fact that the Company Shares will be transferred from Seller to
Buyer. The parties shall cooperate in all respects to obtain such approvals and
license as provided above. Seller shall keep Buyer and its counsel informed of
any and all communications with the Commissioner of Financial Institutions or
other governmental agencies relating to such matters.

                                      - 8 -
<Page>

          N.      TENANT ESTOPPELS; GROUND LEASE ESTOPPELS. Seller shall use
reasonable efforts to obtain from each tenant under the Leases an estoppel
certificate duly executed by and delivered by such tenant in the form of EXHIBIT
F (each a "TENANT ESTOPPEL CERTIFICATE") with respect to each of the Leases and
as otherwise required pursuant to the terms of such Leases. Seller shall obtain
an estoppel certificate in the form of EXHIBIT G (each a "GROUND LEASE ESTOPPEL
CERTIFICATE") duly executed and delivered by such ground lessor under each
Ground Lease and as otherwise required pursuant to the terms of such Ground
Leases.

          O.      CHANGE IN BRANDS. Seller shall not permit the Company to
change, and it shall cause its affiliates not to change, the brand now in effect
with respect to the Hotel.

          P.      PERMITS. Seller shall use reasonable efforts to obtain all of
the permits set forth in Paragraph 10.1(K).

          Q.      SELLER'S ACTIONS. Seller shall use reasonable efforts prior to
the Closing Date to satisfy all of the closing conditions set forth in
Paragraphs 10.1(K) through (J) and cooperate with Buyer (as applicable) to
complete any documentation required to effectuate the matters contained therein.

                                      - 9 -
<Page>

          5.2     SELLER'S COVENANTS AFTER THE CLOSING DATE. All payments
received by Buyer or the Company after the Closing with respect to the revenue
generated by the Hotel prior to the Closing shall belong to Seller and Buyer or
the Company, as applicable, shall promptly deliver to Seller all such payments.
Subject to the terms of the Hotel Lease Agreement, all trade payables or other
Liabilities that relate to Hotel prior to the Closing, whether invoices are
received by Buyer or Seller, shall be paid by Seller or Lessee (for the account
of the Company if applicable) on or prior to the date such payment is due. Any
bills or other notices received by Buyer that relate to Hotel operations prior
to the Closing shall be promptly delivered to Seller. The provisions of this
paragraph shall survive the Closing.

          5.3     APPROVALS AND NOTIFICATIONS. Each of Buyer and Seller, as
applicable, will, as promptly as practicable after the execution of this
Agreement (i) make, or cause to be made, all such filings and submissions to any
governmental authority as may be required or desirable (in Buyer or Seller's
respective discretion) to consummate the purchase and sale of the Company Shares
in accordance with the terms of this Agreement, and (ii) use its commercially
reasonable efforts to take, or cause to be taken, all other actions which are
necessary or advisable (in Buyer or Seller's respective discretion) in order for
Buyer or Seller to fulfill its obligations under this Agreement. Each of Buyer
and Seller will coordinate and cooperate (and Seller will cause the Company to
coordinate and cooperate) with the other in exchanging such information and
supplying such assistance as may be reasonably requested in connection with the
foregoing including, without limitation, providing copies of notices and
information supplied to or filed with any governmental authority (except for
notices and information which Buyer or Seller, as the case may be, acting
reasonably, considers highly confidential and sensitive which may be filed on a
confidential basis, but which may be shared with Buyer's or Seller's, as the
case may be, outside legal counsel or as otherwise provided in Paragraph 11.2),
and all notices and correspondence received from any governmental authority.

          5.4     SEC MATTERS. Seller shall cooperate and shall cause the
Company to cooperate with Buyer or any of its affiliates in connection with the
preparation of any documents to be filed under the Securities Act of 1933, as
amended (the "SECURITIES ACT") or the Securities Exchange Act of 1934, as
amended (the "SECURITIES EXCHANGE ACT") and shall use commercially reasonable
efforts to provide such persons with financial statements and other financial
information that Buyer requests relating to periods prior to the Closing Date
and to obtain consents from Seller's and the Company's independent accountants
in connection therewith. The provisions of this paragraph shall survive the
Closing.

          5.5     ACCESS TO RECORDS. After the Closing Date and during normal
business hours, Buyer shall afford to Seller, its lenders, counsel, accountants,
and other representatives, reasonable access to the books, contracts, and
records, insofar as the same relate to the Company and the Property and do not
otherwise constitute Confidential Materials and shall furnish such persons with
all information or copies thereof (including financial, tax and operating data)
concerning the Company and the Property as they reasonably may request. Requests
for such information shall be coordinated with Seller's designated
representatives, and Buyer shall use its commercially reasonable efforts to
assist the Seller, its lenders, counsel, accountants, and other representatives
in their examination.

                                     - 10 -
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          5.6     REQUIRED WORK; GENERATORS.

          (A)     Seller shall within twenty four (24) months of the Closing
                  Date:

                  (i)    (a) address the property conditions described as an
                         "immediate need" in the property condition reports
                         prepared by ATC Associates, Inc. for the Hotel and
                         attached hereto as EXHIBIT P, and (b) mitigate the
                         effects of moisture related issues within the "mold
                         sensitive" areas identified in the reports by ATC
                         Associates, Inc for the Hotel; and

                  (ii)   have Seller's engineers conduct a written evaluation of
                         the emergency power generators located at the Hotel in
                         order to ascertain such generator's ability to function
                         property during an emergency and the operating noise
                         levels; such review shall present the engineer's
                         conclusions as to whether the current condition of the
                         generators satisfactorily meets the needs of the Hotel,
                         and, if necessary, suggest a plan to remedy any
                         deficiencies revealed ins such evaluation. Seller and
                         Buyer agree to cooperate to establish a scope of work
                         plan and schedule for completion of any deficiency
                         identified in such review; and

                  (iii)  Seller agrees to complete all projects actually in
                         process and identified in the property condition
                         reports prepared by ATC Associates, Inc. for the Hotel.

     6.   CLOSING. Subject to the satisfaction (or waiver) of the conditions
precedent set forth in Paragraphs 10.1 and 10.2, the time and place of Closing
shall be held at 9:00 a.m. Eastern standard time at or through the offices of
Buyer's attorneys on the Closing Date specified by Buyer to Seller on not less
than five (5) Business Days prior written notice or such other time and location
mutually agreed to by the parties.

          6.1     CLOSING MECHANICS. The Closing shall be conducted through
escrow with the Closing Agent using an escrow procedure mutually acceptable to
both Seller and Buyer, or, if either Buyer or Seller determines in good faith
that such an escrow Closing is not practical, through a so-called "New York
style" closing (in which authorized representatives of Seller and Buyer attend
the Closing). Seller and Buyer agree to execute and deliver into escrow on the
day prior to the Closing Date (or, if applicable, execute at a "pre-closing" at
10:00 a.m. Eastern standard time on the last Business Day prior to the Closing
Date but not deliver until the "New York style" closing) all Closing Documents
with funding and release to occur on the Closing Date. Upon Closing, Buyer shall
deliver to Seller the Adjusted Purchase Price and the other items required of
Buyer as elsewhere set forth herein, and Seller shall deliver to Buyer the
Company Shares and the other items required of Seller as elsewhere set forth
herein. Notwithstanding anything contained in this Agreement to the contrary,
including Paragraph 10, Buyer and Seller agree that the Closing hereunder and
the consummation of the initial transaction under the Purchase and Sale
Agreement shall occur in accordance with the procedure

                                     - 11 -
<Page>

set forth in a separate letter agreement duly executed and delivered by each
such party in connection with the Closing.

          6.2     SELLER'S DELIVERIES. At Closing, Seller shall deliver, or
cause to be delivered to Buyer, the following:

          A.      STOCK CERTIFICATES. Certificate(s) representing the Company
Shares, duly endorsed in blank or accompanied by stock powers or other
instruments of transfer duly executed in blank, bearing or accompanied by all
requisite stock transfer stamps, and free and clear of any and all Liens.

          B.      GOOD STANDING CERTIFICATE. A certificate of the applicable
public official to the effect that the Company is a validly existing corporation
in good standing in the Commonwealth of Puerto Rico as of a date not more than
five (5) days prior to the Closing Date.

          C.      GOVERNING DOCUMENTS. True and correct copies of (i) Governing
Documents (other than the bylaws) of the Company certified by the applicable
public official of the Commonwealth of Puerto Rico, and (ii) bylaws of the
Company certified by the Secretary or Assistant Secretary of the Company.

          D.      AFFIDAVIT OF TITLE/GAP INDEMNITY. An Affidavit of Title for
the Hotel duly executed and delivered by Seller with respect to liens and title
matters in substantially the form of EXHIBIT H or as may otherwise be customary
in Puerto Rico or in such form as may be required by the Title Company.

          E.      CLOSING STATEMENT. A Closing Statement Agreement duly executed
and delivered by Seller in a form sufficient to account for the Transaction.

          F.      EVIDENCE OF AUTHORITY. Evidence that Seller has the requisite
power and authority to execute and deliver, and perform under, this Agreement
and all Closing Documents, consisting of a certificate of an Assistant Secretary
of Seller duly executed and delivered by such Assistant Secretary with respect
to the authority to act on behalf of Seller of the individual executing on
behalf of Seller all documents contemplated by this Agreement, in the form of
EXHIBIT I.

          G.      REAFFIRMATION. A reaffirmation of the representations,
warranties and covenants set forth in Paragraph 8.1 hereof in the form of
EXHIBIT J duly executed and delivered by Seller.

          H.      HOTEL LEASE AGREEMENT. A counterpart of the Hotel Lease
Agreement duly executed and delivered by the Lessee; provided, however, that
Buyer and Seller agree that the Hotel Lease Agreement shall be revised as to
form (not substance) as may be necessary to allow it to be executed as a public
instrument and recorded in the Registry of Property of Puerto Rico. Buyer agrees
that Seller or Lessee may file the Hotel Lease Agreement in the said Registry of
Property. Buyer and Seller shall each furnish such evidence of authority to the
persons executing the Hotel Lease Agreement as may be required to accomplish its
recording in the Registry of Property of Puerto Rico. All costs, taxes and
expenses associated with the cancellation of any revenue stamps and recording
stamps and vouchers charged or assessed in

                                     - 12 -
<Page>

connection with the protocolizacion of the Hotel Lease Agreement in Puerto Rico
or the recording and cancellation of the Hotel Lease Agreement in the Puerto
Rico Registry of Property are herein referred to collectively as "Lease
Recording Charges."

          I.      INDEMNIFICATION AGREEMENT. An executed counterpart of the
Indemnification Agreement duly executed and delivered by Seller and HHF.

          J.      OTHER INSTRUMENTS. Such other instruments or documents as may
be reasonably requested by Buyer or the Title Company, or reasonably necessary,
to effect or carry out the purposes of this Agreement, subject to Seller's prior
approval thereof, which approval shall not be unreasonably withheld or delayed.

          K.      DELIVERY OF KEYS AND PROPERTY DOCUMENTS. The Property
Documents and all keys to the Property or any portion thereof.

          L.      OPINIONS. One or more written opinions from counsel to Seller
in customary form and substance reasonably satisfactory to Buyer, regarding the
authorization, execution, delivery and enforceability of the (i) Hotel Lease
Agreement, (ii) the Indemnification Agreement and (iii) such other opinions as
may be mutually agreed to by the parties.

          M.      TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES. Evidence
satisfactory to Buyer that the assets and Liabilities listed on EXHIBIT D have
been transferred or assigned to Lessee and that Lessee has assumed and agreed to
pay the Company's Liabilities pursuant to Paragraph 5.1(K).

          N.      TAX CONCESSION. Any documentation filed with the Puerto Rico
Tourism Company since the Effective Date and, if issued, the amended tax
concession from the Puerto Rico Tourism Company and, if issued, the consent to
the transfer of the Company Shares to Buyer.

          O.      CASINO LICENSE. Evidence satisfactory to Buyer that the casino
license has been issued to Lessee.

          P.      SPECIAL PARTNERSHIP ELECTION. True and correct copies of the
election filed by the Company to elect to be treated as a "special partnership"
(the "SPECIAL PARTNERSHIP ELECTION") under Subchapter K of Chapter 2 of Subtitle
A of the Puerto Rico Internal Revenue Code of 1994, as amended (the "PR CODE"),
and the reply received from the Puerto Rico Treasury Department concerning such
election.

          Q.      LETTER REGARDING GUARANTY. A letter agreement dated as of the
Closing Date from IHG for the benefit of the Beneficial Parties (as defined
therein) in the form of EXHIBIT N duly executed and delivered by IHG.

          R.      GROUND LEASE CONSENT AND ESTOPPEL. A Ground Lease Estoppel
Certificate duly executed by the respective lessor with respect to each of the
Ground Leases and any consents that may be required as a result of the
Transaction under the terms of the Ground Leases in each case in form and
substance reasonably acceptable to Buyer.

                                     - 13 -
<Page>

          S.      TENANT ESTOPPEL CERTIFICATES. Tenant Estoppel Certificates
from each of the tenants under the Leases to the extent received by Seller or
the Company.

          T.      LESSEE GUARANTY. The Guaranty Agreement, in substantially the
form of EXHIBIT O, duly executed and delivered by Lessee.

          U.      POST-CLOSING AGREEMENT. A Post-Closing Agreement dated the
Closing Date in the form reasonably agreed to by the parties hereto, duly
executed by Seller.

          6.3     BUYER'S DELIVERIES. At the Closing, Buyer shall deliver or
cause to be delivered to Seller the following:

          A.      ADJUSTED PURCHASE PRICE. The Adjusted Purchase Price due at
Closing under this Agreement by wire transfer to such bank account outside of
Puerto Rico as Seller shall designate.

          B.      CLOSING DOCUMENT COUNTERPARTS. Executed counterparts of any of
the Closing Documents described in Paragraph 6.2 which are to be signed by
Buyer.

          C.      HOTEL LEASE AGREEMENT. An executed counterpart of the Hotel
Lease Agreement.

          D.      INDEMNIFICATION AGREEMENT. An executed counterpart of the
Indemnification Agreement.

          E.      OPINIONS. One or more written opinions from counsel to Buyer
in customary form and substance reasonably satisfactory to Seller, regarding (i)
the authorization, execution, delivery and enforceability of the Hotel Lease
Agreement and (ii) such other opinions as may be mutually agreed to by the
parties.

                                     - 14 -
<Page>

     7.   CLOSING COSTS.

          7.1     SELLER'S CLOSING COSTS. Seller shall pay the following: (a)
the fees and expenses of Seller's and the Company's attorneys, (b) the costs
(including recording costs) of any cure of title defects required of Seller
hereunder, (c) the commission due any broker retained by Seller, (d) half of all
escrow agent fees (if any are charged in connection with this Transaction), (e)
half of costs and expenses and premiums in connection with the preparation of
the title reports and the issuance of the Title Policy (including a
non-imputation and all other endorsements reasonably requested by Buyer), (f)
half of all recording charges due on recordation of any Closing Documents, (g)
half of the costs and expenses of the Surveyor to prepare the Survey, (h) half
of the cost and expense of any local counsel mutually retained by Buyer and
Seller in Puerto Rico, (i) half of the costs and expenses of all environmental
and engineering reports regarding any Property furnished to Buyer and any
follow-up studies required or suggested thereby or otherwise heretofore
requested by Buyer, (j) half of the costs of any zoning reports or related
zoning due diligence studies requested by Buyer in connection with its Due
Diligence hereunder and (k) half of the Lease Recording Charges.

          7.2     BUYER'S CLOSING COSTS. Buyer shall pay the following: (a)
except as otherwise provided herein, the costs of Buyer's Due Diligence, (b)
half of the costs and expenses of all environmental and engineering reports
regarding any property furnished to Buyer and any recommended and/or follow-up
studies required or suggested thereby or otherwise heretofore requested by
Buyer, (c) the fees and expenses of Buyer's attorneys, (d) the commission due
any Broker retained by Buyer, (e) all lenders' fees related to any financing to
be obtained by Buyer; (f) half of all recording charges due on recordation of
any Closing Documents, (g) half of all escrow agent fees (if any are charged in
connection with this Transaction), (h) half of the costs and expenses from the
Title Company to prepare the title reports, (i) half of the costs, expenses and
premiums for the Title Commitment and Title Policy (including a non-imputation
and all other endorsements reasonably requested by Buyer), (j) half of the costs
of the costs of the Surveyor to prepare the Survey, (k) half of the cost and
expense of any local counsel mutually retained by Buyer and Seller in Puerto
Rico, (l) half of the costs of any zoning reports or related zoning due
diligence studies requested by Buyer in connection with its Due Diligence
hereunder and (n) half of the Lease Recording Charges.

     8.   REPRESENTATIONS AND WARRANTIES.

          8.1     SELLER'S REPRESENTATIONS AND WARRANTIES. To induce Buyer to
enter into this Agreement, Seller covenants, represents and warrants to Buyer as
follows:

          A.      Each of Seller and the Company is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
formation, and has all requisite power and authority under the laws of such
jurisdiction and its respective charter documents to enter into and perform its
obligations under the Closing Documents and to consummate the transactions
contemplated thereby. Each of Seller and the Company is duly qualified to
transact business in each jurisdiction in which the nature of the business
conducted by it requires such qualification, except where such failure to
qualify would not have a material adverse effect on Seller or the transactions
contemplated hereby.

                                     - 15 -
<Page>

          B.      Seller has taken (or will take, prior to the Closing Date) all
necessary action to authorize the execution, delivery and performance of this
Agreement and the other Closing Documents to which it is a party, and upon the
execution and delivery of any document to be delivered by Seller on or prior to
the Closing Date, such document shall constitute the valid and binding
obligation and agreement of Seller enforceable against Seller in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application affecting the
rights and remedies of creditors and general principles of equity.

          C.      The execution, delivery or performance of the Closing
Documents by Seller, and the compliance with the terms and provisions thereof,
will not result in any breach of the terms, conditions or provisions of, or
conflict with or constitute a default under, any Contract or Seller's Governing
Documents or result in the creation of any lien, charge or encumbrance upon any
Property pursuant to the terms of any indenture, mortgage, deed of trust, note,
evidence of indebtedness or any other agreement or instrument by which Seller is
bound.

          D.      Except as may be set forth on SCHEDULE 8.1(D), to Seller's
Knowledge, no action or proceeding is pending or threatened, and no
investigation looking toward such an action or proceeding has begun, which (i)
questions the validity of this Agreement or any of the other Closing Documents
or any action taken or to be taken pursuant thereto, (ii) will result in any
material adverse change in the business, operation, affairs or condition of the
Company or the Property, (iii) may result in or subject the Company to a
material liability, (iv) involves condemnation or eminent domain proceedings
against any material part of the Property or (v) is likely to materially and
adversely affect the ability of Seller to perform its obligations hereunder.

          E.      Other than (i) the Permitted Title Exceptions, (ii) the Leases
set forth on EXHIBIT K, (iii) the Contracts set forth on EXHIBIT L, (iv) the
Ground Leases, and (v) agreements and easements with governmental bodies and
utility companies which are reasonably necessary for the development and
operation of the Property as contemplated by this Agreement and the Closing
Documents, there are no material agreements, leases, licenses or occupancy
agreements affecting the Property which will be binding on the Company
subsequent to the Closing Date.

          F.      Except as may be set forth in SCHEDULE 8.1(F) or in the
written inspection reports delivered to Buyer in connection herewith, to
Seller's Knowledge, there is no fact or condition which materially and adversely
affects the physical condition of the Property which has not been set forth in
this Agreement, or in the other documents, certificates or statements furnished
to or obtained by Buyer in connection with the transactions contemplated hereby.

          G.      All utilities and services necessary for the use and operation
of the Property (including, without limitation, road access, water, electricity
and telephone) are available thereto, and are of sufficient capacity to meet
adequately all needs and requirements necessary for the current use and
operation of the Property. To Seller's Knowledge, except as may be set forth in
SCHEDULE 8.1(G), no fact, condition or proceeding exists which would result in
the termination or impairment of the furnishing of such utilities to the
Property.

          H.      Except as may be set forth in SCHEDULE 8.1(H), or in the
written inspection reports (including environmental reports) delivered to Buyer
in connection herewith, to Seller's

                                     - 16 -
<Page>

Knowledge (i) the Property and the use and operation thereof do not violate any
material federal, state, Commonwealth of Puerto Rico, municipal or other
governmental statutes, ordinances, by-laws, rules, regulations or any other
legal requirements, including, without limitation, those relating to
construction, occupancy, zoning, adequacy of parking, environmental protection,
occupational health and safety or fire safety applicable thereto; and (ii) there
are in effect all material licenses, permits and other authorizations necessary
for the current use, occupancy and operation thereof. To Seller's Knowledge,
except as may be set forth in SCHEDULE 8.1(H), there is no threatened request,
application, proceeding, plan, study or effort which would materially adversely
affect the present use or zoning of the Property or which would modify or
realign any adjacent street or highway.

          I.      Except as may be set forth in SCHEDULE 8.1(I), other than the
amounts disclosed by current tax bills, true and correct copies of which have
been delivered to Buyer, no taxes or special assessments of any kind (special,
bond or otherwise) are or have been levied with respect to the Property, or any
portion thereof, which are outstanding or unpaid, other than amounts not yet due
and payable.

          J.      [RESERVED.]

          K.      Except as may be set forth in SCHEDULE 8.1(K), or in the
written inspection reports (including environmental reports) delivered to Buyer
in connection herewith, to Seller's Knowledge, none of Seller, the Company or
any other occupant or user of any of the Property, or any portion thereof, have
stored or disposed of (or engaged in the business of storing or disposing of) or
have released or caused the release of any hazardous waste, contaminants, oil,
radioactive or other material on the Property, or any portion thereof, the
removal of which is required or the maintenance of which is prohibited or
penalized by any applicable federal, state, Commonwealth of Puerto Rico or local
statutes, laws, ordinances, rules or regulations. To Seller's Knowledge, except
as may be set forth in SCHEDULE 8.1(K), or in the written inspection reports
(including environmental reports) delivered to Buyer in connection herewith, the
Property is free from any such hazardous waste, contaminants, oil, radioactive
and other materials, except any such materials maintained in accordance with
applicable law.

          L.      To Seller's Knowledge, except as contained in the written
inspection reports (including environmental reports) delivered to Buyer in
connection herewith, there are no defects or inadequacies in the Property which,
if uncorrected, would result in a termination of insurance coverage or an
increase in the premiums charged therefor.

          M.      Except as may be set forth in SCHEDULE 8.1(M), or in the
written inspection reports delivered to Buyer in connection herewith, to
Seller's Knowledge, the Property is in good working order and repair,
mechanically and structurally sound, free from material defects in materials and
workmanship and not subject to any unrepaired casualty.

          N.      Except as may be set forth in SCHEDULE 8.1(N):

                  (i)    All income and other material Tax Returns that are
required to be filed on or before the Closing Date with respect to the Company
have been or will be duly and timely filed, and all material Taxes (whether or
not shown on such Tax Returns) that are required

                                     - 17 -
<Page>

to be paid with respect to the Company have been or will be duly and timely
paid. All such Tax Returns are correct and complete in all material respects.
There are no Liens on any of the Company's assets or properties resulting from
any failure (or alleged failure) to pay any Tax, other than Permitted Title
Exceptions.

                  (ii)   The Company has complied in all material respects with
all applicable laws, rules and regulations relating to the payment and
withholding of Taxes and has, within the time and the manner prescribed by Law,
withheld and paid over to the proper taxing authorities all material amounts
required to be so withheld and paid over under applicable laws.

                  (iii)  No U.S. federal, state, Commonwealth of Puerto Rico,
local or foreign audits, examinations, investigations or other administrative
proceedings or court proceedings have been commenced or are presently pending or
threatened with regard to any Taxes or Tax Returns with respect to the Company.
There is no unresolved dispute or claim concerning any Tax liability of the
Company either claimed or raised by any Tax authority in writing.

                  (iv)   There are no outstanding requests, agreements, consents
or waivers to extend the statutory period of limitations applicable to the
assessment of any Taxes or deficiencies against the Company. No power of
attorney has been granted by or with respect to the Company with respect to any
matter relating to Taxes.

                  (v)    The Company is not a party to, is not bound by and has
no obligation under any Tax sharing agreement, Tax indemnification agreement or
similar contract or arrangement, and the Company has no potential liability or
obligation to any person as a result of, or pursuant to, any such agreement,
contract or arrangement.

                  (vi)   The Company has not received written notice of any
claim made by an authority in a jurisdiction where the Company does not file Tax
Returns, that the Company is or may be subject to taxation by that jurisdiction.

                  (vii)  The Real Property constitutes one or more separate
parcels for purposes of ad valorem real property Taxes, and is not subject to a
lien for non-payment of real property Taxes relating to any other property.

                  (viii) Commencing with the Company's 2001 taxable year, the
Company has had in effect a Special Partnership Election which has not been
revoked or altered and remains in full force and effect. No property of the
Company is subject to the "built-in-gain" provisions of Section 1397 of the PR
Code nor to the recapture provisions of Sections 1117 and/or 1118 of the PR
Code.

                  (ix)   Seller is a direct, wholly-owned subsidiary of Six
Continents Overseas Holdings Limited, a United Kingdom limited company, which is
a direct, wholly-owned subsidiary of Six Continents PLC, a United Kingdom
corporation, which is a direct, wholly-owned subsidiary of InterContinental
Hotels Group, PLC, a publicly traded United Kingdom corporation.

                                     - 18 -
<Page>

          O.      Except as may be set forth in SCHEDULE 8.1(O), or in the
written inspection reports delivered to Buyer in connection herewith, there are
in effect all material licenses (including liquor licenses, if required),
permits and other authorizations necessary for the current use, occupancy and
operation of the Property.

          P.      The Company has good title to the Personal Property free and
clear of all Liens other than Permitted Title Exceptions.

          Q.      The Personal Property located at or otherwise used in
connection with the Property (i) complies in all material respects with the
Inter Continental brand standards and (ii) is otherwise at adequate, appropriate
levels and at levels that are at least equal to those found at other
InterContinental hotels.

          R.      Except as may be set forth in SCHEDULE 8.1(R), or in the
written inspection reports (including without limitation environmental reports
and reports from ATC Associates, Inc.) delivered to Buyer in connection
herewith, to Seller's Knowledge there exists no violation of any law,
regulation, order or requirement issued by any governmental authority against or
affecting the Property and neither Seller nor the Company has received any
notice or order from any governmental authority requiring any repairs,
maintenance or improvements to are Property which have not been fully performed.

          S.      [RESERVED.]

          T.      Except as may be set forth on SCHEDULE 8.1(T), to Seller's
Knowledge, there exists no material default on the part of Seller or the Company
with respect to any Permitted Title Exception, other than those defaults which
can be cured or discharged by the payment of money and for which an allowance
for the payment thereof has been made at Closing.

          U.      Each of the financial statements of HHF heretofore delivered
to Buyer have been properly prepared in accordance with the Accounting
Principles (as defined in the Management Agreement (as defined in the Purchase
and Sale Agreement)), is true, correct and complete in all material respects and
fairly present the consolidated financial condition of HHF at and as of the
dates thereof and the results of its operations for the periods covered thereby.
Each of the financial statements for the Hotel heretofore delivered to Buyer has
been properly prepared in accordance with the Accounting Principles, is true,
correct and complete in all material respects and fairly present the financial
condition of the Hotel covered thereby at and as of the dates thereof and the
results of their operations for the periods covered thereby.

          V.      Neither Seller nor the Company is a debtor in any voluntary or
involuntary proceeding in bankruptcy.

          W.      Other than the Leases listed in SCHEDULE 8.1(W), the Ground
Leases and the Permitted Title Exceptions, there are no contracts or agreements
with respect to the use or occupancy of the Property. The copies of the Leases
and the Ground Leases heretofore delivered by Seller to Buyer are a true,
correct and complete copies thereof; neither the Leases nor the Ground Leases
have been amended except as evidenced by amendments similarly delivered and

                                     - 19 -
<Page>

constitute the entire agreement between the Company and the tenants (or the
ground lessor, as applicable) thereunder. Except as otherwise set forth in
SCHEDULE 8.1(W): (i) to Seller's Knowledge, each of the Leases is in full force
and effect on the terms set forth therein and to Seller's Knowledge each tenant,
thereunder is legally required to pay all sums and perform all material
obligations set forth therein without concessions, abatements, offsets, defenses
or other basis for relief or adjustment; (ii) to Seller's Knowledge, each of the
Ground Leases is in full force and effect on the terms set forth therein and the
ground lessors thereunder are legally required to perform all material
obligations set forth therein without concessions, defenses or other basis for
relief or adjustment; (iii) no such tenant (or ground lessor with respect to the
performance of any obligations under the Ground Lease, as applicable) has
asserted in writing or, to Seller's Knowledge, has any defense to, offsets or
claims against, rent payable by it or the performance of its other obligations
under its Lease (or Ground Lease, as applicable); (iv) the Company has no
outstanding obligation to provide any such tenant with an allowance to
construct, or to construct at Seller's expense, any tenant improvements; (v) no
such tenant is in arrears in the payment of any sums or in the performance of
any material obligation required of it under its Lease beyond any applicable
grace period, and no such tenant has prepaid any rent or other charges; (vi) to
Seller's Knowledge, no such tenant or ground lessor, as applicable, has filed a
petition in bankruptcy or for the approval of a plan of reorganization or
management under the Federal Bankruptcy Code or under any other similar state
law, or made an admission in writing as to the relief therein provided, or
otherwise become the subject of any proceeding under any federal or state
bankruptcy or insolvency law, or has admitted in writing its inability to pay
its debts as they become due or made an assignment for the benefit of creditors,
or has petitioned for the appointment of or has had appointed a receiver,
trustee or custodian for any of its property; (vii) no such tenant or ground
lessor, as applicable, has requested in writing a modification of its Lease or
Ground Lease, respectively, or a release of its obligations under its Lease or
Ground Lease, respectively, in any material respect or has given written notice
terminating its Lease or Ground Lease, or has been released of its obligations
thereunder in any material respect prior to the normal expiration of the term
thereof; (viii) except as set forth in the Leases, no guarantor has been
released or discharged, voluntarily or involuntarily, or by operation of law,
from any obligation under or in connection with any Lease or any transaction
related thereto; (ix) all security deposits paid by tenants, are as set forth in
SCHEDULE 8.1(W); (x) all lease commissions due with respect to each of the
Leases has been paid, except as otherwise set forth on SCHEDULE 8.1(W); and (xi)
the other information set forth in SCHEDULE 8.1(W) is true, correct and complete
in all material respects. No default or breach exists under any Lease or Ground
Lease on the part of the Company.

          X.      The authorized capital stock of the Company consists of five
hundred thousand (500,000) shares of common stock, One Hundred and No/Dollars
($100) par value per share, all of which are owned by Seller free and clear of
all Liens. Each of the Company Shares has been validly issued and is fully paid
and non-assessable with no personal liability attaching to the ownership
thereof. No person other than Seller owns beneficially or otherwise an ownership
interest in the Company or any right, option or warrant to acquire any form of
ownership interest in the Company, and the Company has no commitment to issue
any such ownership interest or rights, options or warrants. No securities of the
Company are subject to any contractual restrictions, including any preemptive
right, right of first refusal or similar agreement. All securities of the
Company were issued in compliance with all applicable Federal, Commonwealth of
Puerto Rico and local securities laws.

                                     - 20 -
<Page>

          Y.      (i) Each of the financial statements of the Company for the
past five fiscal years (copies of which have been provided to Buyer) fairly
presents in all material respects the financial position of the Company as of
its date or the periods therein set forth, as the case may be, in each case in
accordance with generally accepted accounting principles ("GAAP") consistently
applied during the periods involved and, with respect to any unaudited interim
financial statements, except for the omission of footnote disclosure and, to the
extent consistent with generally accepted accounting principles, normally
recurring year-end audit adjustments.

                  (ii) Subject to normal year-end adjustments, if any, the books
of account and other similar records of the Company are true and complete in all
material respects and have been maintained in accordance with sound business
practice. The Company has made and kept books, records and accounts which, in
reasonable detail, accurately and fairly reflect its transactions. The Company
maintains a system of accounting controls sufficient to provide reasonable
assurances that, in all material respects: (a) transactions are executed in
accordance with management's general or specific authorization; (b) transactions
are recorded as necessary (i) to permit preparation of financial statements in
conformity with GAAP and (ii) to maintain accountability for assets; (c) access
to assets is permitted only in accordance with management's general or specific
authorization; and (d) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

          Z.      Except for the matters described in Paragraphs 5.1(L) and
5.1(M), the execution, delivery and performance by Seller of this Agreement
require no action by or in respect of, or filing with, any governmental body,
agency, official or authority.

          AA.     The Company is not in violation of, or has never violated, any
applicable provisions of any laws, statutes, ordinances or regulations, except
for violations that have not had and would not reasonably be expected to have,
individually or in the aggregate, a material adverse effect. SCHEDULE 8.1 (AA)
correctly describes each governmental license, permit, concession or franchise
(a "PERMIT") material to the business of the Company, together with the name of
the governmental agency or entity issuing such Permit.

          BB.     As of immediately after the Closing, the Company will not:

                  (i)    own the assets or retain the liabilities listed on
                         EXHIBIT D;
                  (ii)   have any indebtedness or Liabilities of any nature
                         whatsoever (whether actual or contingent), other than
                         such liabilities incurred in the ordinary course of
                         business which are to be paid by Seller or Lessee after
                         the Closing (which shall be paid in accordance with
                         Paragraph 5.2);
                  (iii)  except as disclosed on SCHEDULE 8.1(BB)(iii), have any
                         litigation, pending or to the Seller's Knowledge,
                         threatened; or
                  (iv)   have any employees, consultants or advisors, or any
                         obligations of any nature (whether monetary or
                         otherwise) to any former employees, consultants or
                         advisors.

                                     - 21 -
<Page>

          CC.     Neither the Company, nor any of its predecessors, has ever
conducted any business other than owning and operating the Hotel or owned any
assets except such assets as were necessary or incidental to owning and
operating the Hotel.

          DD.     None of this Agreement and the schedules, exhibits and other
documents delivered in connection herewith and therewith, when read together as
a whole, and with the documents or information delivered to Buyer in connection
with the transactions contemplated by this Agreement contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained therein not misleading.

          EE.     The Designated Representatives are the persons (either
individually or as a whole) to whom any condition which would render any of the
statements in Paragraph 8.1 untrue, inaccurate or incorrect in any material
respect (without regard to any knowledge qualifier contained in such statement)
should be communicated to, directly or indirectly, by any general manager of the
Hotel that first knows such condition.

          8.2     [RESERVED.]

          8.3     CLAIMS OF BREACH PRIOR TO CLOSING. If, at or prior to the
Closing, to Seller Knowledge's, any Seller's Warranty becomes untrue, inaccurate
or incorrect in any material respect (without regard to any materiality or
knowledge qualifier contained therein), Seller shall give Buyer written notice
thereof within ten (10) Business Days of obtaining such knowledge (but, in any
event, prior to the Closing). After the Due Diligence Deadline but prior to the
Closing, if to Buyer's Knowledge any Seller's Warranty is or becomes untrue,
inaccurate or incorrect in any material respect, Buyer shall give Seller written
notice thereof within five (5) Business Days of obtaining such knowledge (but,
in any event, prior to the Closing). In either such event, Seller shall have the
right to cure (or cause to be cured) such misrepresentation or breach and shall
be entitled to a reasonable adjournment of the Closing upon written notice to
Buyer (not to exceed fifteen (15) days) to attempt such cure. Seller shall
notify Buyer within three (3) Business Days of its receipt of such notice if
Seller has elected to cure such untrue, inaccurate or incorrect Seller's
Warranty. If Seller fails to respond within such time frame, Seller shall be
deemed to have declined to cure such untrue, inaccurate or incorrect Seller's
Warranty.

     If any Seller's Warranty is untrue, inaccurate or incorrect in any material
respect as of the date made, and Seller is unable or unwilling to so cure (or
cause to be cured) such misrepresentation or breach, then Buyer, as its sole
remedy shall elect either (a) to waive such misrepresentation or breach and
consummate the Transaction without any reduction of or credit against the
Purchase Price, or (b) to Terminate this Agreement by written notice given to
Seller on or before the Closing Date, in which event Buyer shall be entitled to
recover from Seller within five (5) days of demand, all of Buyer's out-of-pocket
costs (including legal fees) incurred with respect to the transactions
contemplated by this Agreement.

     If Buyer Knows prior to the Closing Date that any Seller's Warranty becomes
untrue, inaccurate or incorrect in any material respect through no fault of
Seller, and Seller is unable or unwilling to so cure (or cause to be cured) such
misrepresentation or breach, then Buyer, as its sole remedy shall elect either
(a) to waive such misrepresentation or breach and consummate the

                                     - 22 -
<Page>

Transaction without any reduction of or credit against the Purchase Price, or
(b) to Terminate this Agreement by written notice given to Seller on or before
the Closing Date.

     If any of Seller's Warranties are untrue, inaccurate or incorrect but are
not, in the aggregate, untrue, inaccurate or incorrect in any material respect,
Buyer shall be required to consummate the Transaction without any reduction of
or credit against the Purchase Price. If on the Closing Date, to Buyer's
Knowledge any of Seller's Warranties are untrue, inaccurate or incorrect in any
material respect and Buyer chooses to consummate the Transaction, Buyer waives
any right to seek damages against Seller if such breach would otherwise have
allowed Buyer to terminate this Agreement pursuant to its terms.

     The untruth, inaccuracy or incorrectness of all Seller's Warranties shall
be deemed material only if Buyer's aggregate damages resulting from the untruth,
inaccuracy or incorrectness of Seller's Warranties are reasonably estimated to
equal or exceed one hundred thousand dollars ($100,000.00).

          8.4     SURVIVAL AND LIMITS ON BUYER'S CLAIMS. Seller's Warranties
(other than 8.1(X), 8.1(BB) and 8.1(CC) which shall survive indefinitely; and
8.1(A), 8.1(B), 8.1(C), 8.1(D), 8.1(K), 8.1(N), 8.1(U), 8.1(V), 8.1(Y), 8.1(Z)
and 8.1(DD) which shall survive for the duration of the applicable statute of
limitations) shall survive the Closing and not be merged therein for a period of
one (1) year. Covenants set forth in this Agreement shall survive until fully
performed. Notwithstanding the foregoing, with respect to claims first asserted
after the thirtieth (30th) anniversary of the Effective Date for breaches of
Seller's Warranties under 8.1(X), 8.1(BB) and 8.1(CC) and any corresponding
claims under the Indemnification Agreement, Buyer shall look solely to any
collateral hereafter pledged securing Seller's obligations hereunder for
satisfaction of such claim; PROVIDED, HOWEVER, nothing contained herein is
intended to, nor shall it, limit or reduce the rights of Buyer's affiliate under
the Management Agreement (as defined in the Purchase and Sale Agreement) or of
the Company under the Hotel Lease Agreement or limit or reduce the obligations
of any guarantor of either such agreement.

          8.5     BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer, as of the
Effective Date, represents and warrants to Seller as follows, and as a condition
precedent to Seller's obligation to consummate the Transaction at Closing
pursuant to the terms of this Agreement, the following representations of Buyer
shall be true and correct in all material respects as of the Closing Date:

          A.      STATUS AND AUTHORITY OF BUYER. Buyer is duly organized and
validly existing under the laws of the jurisdiction of its formation, and has
all requisite power and authority under the laws of such jurisdiction and under
its charter documents to enter into and perform its obligations under the
Closing Documents to which it is a party and to consummate the transactions
contemplated thereby. Buyer is duly qualified and in good standing in each
jurisdiction in which the nature of the business conducted by it requires such
qualification, except where such failure to qualify would not have a material
adverse effect on Buyer or the transactions contemplated hereby.

          B.      ACTION OF BUYER. Buyer has taken (or will take, prior to the
Closing Date) all necessary action to authorize the execution, delivery and
performance of each of the Closing

                                     - 23 -
<Page>

Documents to which it is a party, and upon the execution and delivery of any
document to be delivered by Buyer on or prior to the Closing Date such document
shall constitute valid and binding obligation and agreement of Buyer enforceable
against Buyer in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of
general application affecting the rights and remedies of creditors and general
principles of equity.

          C.      NO VIOLATIONS OF AGREEMENTS. Neither the execution, delivery
or performance of the Closing Documents by Buyer, nor compliance with the terms
and provisions thereof, will result in any breach of the terms, conditions or
provisions of, or conflict with or constitute a default under, or result in the
creation of any lien, or charge upon any property or assets of Buyer pursuant to
the terms of any indenture, mortgage, deed of trust, note, evidence of
indebtedness or any other agreement or instrument by which Buyer is bound.

          D.      LITIGATION. To Buyer's Knowledge, no action or proceeding is
pending or threatened, and no investigation looking toward such an action or
proceeding has begun, which (a) questions the validity of the Closing Documents
or any action taken or to be taken pursuant hereto or (b) is likely to
materially and adversely affect the ability of Buyer to perform its obligations
hereunder.

          E.      BANKRUPTCY. Buyer is not a debtor in any voluntary or
involuntary proceeding in bankruptcy.

          F.      REPORTING. John Murray is the person to whom any condition
which would render any of the statements in this Paragraph 8.5 untrue,
inaccurate or incorrect in any material respect (without regard to any knowledge
qualifier contained in such statement) should be communicated to, directly or
indirectly, by any senior employee of HPT that first knows such condition.

          G.      SOPHISTICATED BUYER. Buyer is an experienced investor that
specializes in the investment in and ownership of hotel properties in
geographically diverse markets. Buyer is a sophisticated real estate owner and
investor with particular experience in the acquisition and ownership of hotels
similar to the Hotel. Buyer further represents and warrants that it is
purchasing the Company Shares solely for investment, with no present intention
to resell or distribute within the meaning of the Securities Act. Buyer hereby
acknowledges that the Company Shares have not been registered pursuant to the
Securities Act and may not be transferred in the absence of such registration or
an exemption available under the Securities Act.

                                     - 24 -
<Page>

     9.   CASUALTY AND CONDEMNATION. Seller shall maintain, or cause the Company
to maintain, the property insurance coverage currently in effect for the
Property, or comparable coverage, through the Closing Date. If after the
Effective Date and on or prior to the Closing Date, any portion of the Property
is materially damaged or destroyed by fire or other casualty, or there shall be
commenced or instituted against the Property any Condemnation Proceeding, Seller
shall promptly (and in no event more than two (2) Business Days after the
occurrence of such casualty or Condemnation Proceeding) give written notice of
such event to Buyer, and the following provisions shall apply notwithstanding
the contrary terms of any applicable Laws with respect to the subject matter of
Paragraph 9:

          9.1     MAJOR EVENT. If such damage or destruction or Condemnation
Proceeding results in the Hotel becoming Unsuitable for Its Permitted Use, as
reasonably determined by Buyer or Seller, (such damage or Condemnation
Proceeding shall be referred to as a "MAJOR EVENT"), then both Buyer and Seller
shall have the right to Terminate this Agreement by written notice to the other
party given no later than ten (10) Business Days after the giving of Seller's
notice of such event, and the Closing Date shall be extended, if necessary, to
provide sufficient time for Buyer or Seller to make such election. In the case
of a Major Event, and so long as neither party has elected to Terminate this
Agreement, in addition to the foregoing termination right, Seller or Buyer shall
have the option to extend the Closing Date for up to ninety (90) days for the
Hotel (to allow Seller to repair/restore the Hotel in a manner satisfactory to
Buyer). To the extent that Buyer or Seller elects to postpone Closing pursuant
to the provisions of this Paragraph, Buyer shall have the ability to conduct a
limited Due Diligence review (such review shall be limited to the conditions
directly related to any restoration and repair of the Hotel) with respect to the
Hotel up to and including the date that is ten (10) calendar days prior to the
extended closing date for the Hotel and Buyer shall have the right to Terminate
this Agreement solely as to the Hotel for reasons directly related to any
restoration and repair thereof.

          9.2     CLOSING DESPITE CASUALTY/CONDEMNATION. If a casualty or
Condemnation Proceeding occurs and neither Buyer nor Seller Terminates this
Agreement, then at Closing (a) the conveyance of the Property shall be less such
portion of the Property so taken by (or, as applicable, shall be subject to)
said Condemnation Proceeding, without adjustment of the Purchase Price, (b)
Seller shall assign, or cause to be assigned, to Buyer (without recourse to
Seller) all the rights to all awards or insurance proceeds with respect to such
casualty or Condemnation Proceeding (except for business interruption coverage
with respect to rental payments prior to Closing); (c) Buyer and Seller shall,
or shall cause the Lessor and Lessee of the Hotel, to waive any of their
respective ability to terminate the Hotel Lease Agreement as to the Hotel as a
result of the Hotel being "Unsuitable for Its Permitted Use" pursuant to the
terms of the Hotel Lease Agreement; and (d) Seller shall provide a credit at
Closing equal to (i) the Company's deductible under the Company's insurance
policy, plus all proceeds or awards previously paid to the Company with respect
to such casualty or Condemnation Proceeding, less (ii) an amount equal to the
sum of (A) the costs, expenses and fees, including reasonable attorneys' fees,
expenses and disbursements, incurred by Seller or the Company in connection with
receiving such proceeds or award, (B) any portion of any Condemnation Proceeding
award that is allocable to loss of use of the Property prior to Closing, and the
proceeds of any rental loss, business interruption or similar insurance to the
extent allocable to the period prior to the

                                     - 25 -
<Page>

Closing Date, and (C) the reasonable and actual costs incurred by Seller or the
Company in stabilizing and/or repairing the Property following such casualty or
condemnation.

     10.  OTHER CONDITIONS TO CLOSING. The obligation of Buyer and Seller to
close the Transaction shall be further subject to the satisfaction at or prior
to Closing of the conditions precedent set forth in this Paragraph.

          10.1    CONDITIONS TO BUYER'S OBLIGATIONS. The conditions precedent to
Buyer's obligations at Closing referenced above are as follows, any or all of
which may be expressly waived by Buyer in writing, at its sole option.

          A.      REPRESENTATIONS. Seller's Warranties shall be true and correct
in all material respects on and as of the Closing Date, except as modified in a
manner permitted by Paragraphs 8.2 and 8.3, as if made on and as of such date
except to the extent that they expressly relate to an earlier date.

          B.      TITLE POLICY. At Closing, Company shall have received from the
Title Company the Title Policy (or a specimen or proforma policy thereof or
"marked" Title Commitment) together with an irrevocable written obligation of
the Title Company to issue a Title Policy in the form of such specimen or
proforma policy.

          C.      SELLER COMPLIANCE. Seller shall have performed, and shall have
caused the Company and Lessee to have performed, all of the covenants,
undertakings and obligations to be performed or complied with by Seller at or
prior to the Closing.

          D.      CLOSING DELIVERIES. Buyer shall have received the closing
deliveries listed in Paragraph 6.2 hereof.

          E.      PURCHASE AND SALE AGREEMENT. Buyer and Seller Related Parties
shall have entered into and consummated (or shall be in the process of
consummating simultaneously with this Transaction) the initial closing of the
transaction affecting all hotels under the Purchase and Sale Agreement.

          F.      TAX CONCESSION/APPROVAL. All actions required to obtain the
amendments to the tax concession and the Puerto Rico Tourism Company approval
contemplated by Paragraph 5.1(L) shall have been taken, in each case in a manner
reasonably satisfactory to Buyer.

          G.      CASINO LICENSE. Lessee shall have obtained the license to
operate the Hotel's casino and shall have taken the actions contemplated by
Paragraph 5.1(M).

          H.      PRE-CLOSING TRANSFER. Seller shall have caused the Company to
transfer certain assets and employees and otherwise effectuated the matters set
forth in Paragraph 5.1(K) in each case in a manner reasonably satisfactory to
Buyer.

          I.      WORKING CAPITAL. The Company shall have Working Capital in the
aggregate amount of at least Thirty Two Million Seven Hundred Thousand and No/00
Dollars ($32,700,000.00), plus the sum of (1) any proceeds received by Seller or
the Company on

                                     - 26 -
<Page>

account of any claims under property insurance coverage relating to the
Property, or comparable coverage, which has not been applied to repair/restore
the Property, (2) any proceeds received by Seller or the Company on account of
any Condemnation Proceeding relating to the Property which has not been applied
to repair/the Property, and (3) an amount equal to the "deductible" which is
absorbed by the Company prior to claiming an insured loss under property
insurance coverage relating to the Property, or comparable coverage for which
proceeds have been paid under (1) above, which has not been applied to
repair/restore the Property .

          J.      GOVERNMENTAL APPROVALS. Any other approvals from federal,
state, Commonwealth of Puerto Rico or local government authorities required as a
result of the Transactions contemplated hereby, including if applicable any
approvals required by the Hart-Scott-Rodino Antitrust Improvement Act of 1976
("HSR"), shall have been obtained.

          10.2    CONDITIONS TO SELLER'S OBLIGATIONS. The conditions precedent
to Seller's obligations at Closing referenced above are as follows, any or all
of which may be expressly waived by Seller in writing, at its sole option:

          A.      REPRESENTATIONS. Buyer's warranties set forth in Paragraph
8.5, shall be true and correct in all material respects on and as of the Closing
Date, except as modified in a manner permitted by this Agreement, as if made on
and as of such date except to the extent that they expressly relate to an
earlier date.

          B.      BUYER COMPLIANCE. Buyer shall have performed all of the
covenants, undertakings and obligations to be performed or complied with by
Buyer at or prior to the Closing.

          C.      PURCHASE AND SALE AGREEMENT. Buyer and the Seller Related
Parties shall have entered into and consummated (or shall be in the process of
consummating simultaneously with this Transaction) the initial closing of the
transaction affecting all hotels under the Purchase and Sale Agreement.

          D.      CLOSING DELIVERIES. Seller shall have received the closing
deliveries listed in Paragraph 6.3 hereof.

          E.      CASINO LICENSE. Lessee shall have obtained the license to
operate the Hotel's casino and shall have taken the actions contemplated by
Paragraph 5.1(m).

          F.      GOVERNMENTAL APPROVALS. Any other approvals from federal,
state, Commonwealth of Puerto Rico or local government authorities required as a
result of the Transactions contemplated hereby, including if applicable any
approvals required by the HSR, shall have been obtained.

          10.3    WAIVER OF CONDITIONS. No waiver of a closing condition by
either party shall limit its rights to seek indemnification or any other legal
remedy available to such party.

     11.  TRANSACTION ISSUES: BROKERS, CONFIDENTIALITY AND INDEMNITY.

                                     - 27 -
<Page>

          11.1    BROKERS. Seller and Buyer expressly acknowledge that Seller's
Broker has acted as the exclusive broker with respect to the Transaction and
with respect to this Agreement. Seller shall pay any brokerage commission due to
Seller's Broker in accordance with the separate agreement between Seller and
Seller's Broker. Seller agrees to hold Buyer harmless and indemnify Buyer from
and against any and all Liabilities (including reasonable attorneys' fees,
expenses and disbursements) suffered or incurred by Buyer as a result of any
claims by Seller's Broker or any other party claiming to have represented Seller
as broker in connection with the Transaction. Buyer agrees to hold Seller
harmless and indemnify Seller from and against any and all Liabilities
(including reasonable attorneys' fees, expenses and disbursements) suffered or
incurred by Seller as a result of any claims by any other party claiming to have
represented Buyer as broker in connection with the Transaction.

          11.2    PUBLICITY. Except for the Press Releases or Public
Announcements the forms of which are attached hereto as EXHIBIT M, or if no such
forms are attached, such other forms as are reasonable under the circumstances
or as may be required by law or as may be reasonably necessary, on a
confidential basis, to inform any rating agencies, potential sources of
financing, financial analysts, to perform its obligations and duties contained
in this Agreement or to receive legal, accounting and/or tax advice, the parties
agree that no party shall, with respect to this Agreement and the transactions
contemplated hereby, contact or conduct negotiations with public officials, make
any public pronouncements, issue press releases or otherwise furnish information
regarding this Agreement or the transactions contemplated hereby to any third
party without the consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that, if such information is required
to be disclosed by law, the party so disclosing the information shall use
reasonable efforts to give notice to the other parties as soon as such party
learns that it must make such disclosure.

     Buyer acknowledges that certain Ground Leases that affect the Hotel require
landlord consent to any assignment of those rights and/or release of the Company
or Seller from continued liability under such lease. Buyer hereby consents to
Seller's disclosure to any such landlords of Buyer's identity and financial
information. Buyer agrees to cooperate (at no material cost and expense) with
Seller and any such landlord and to provide such Buyer financial information as
may be reasonably requested by such landlord in order to consent to the proposed
assignment.

          11.3    INDEMNITY. Buyer hereby agrees to indemnify, defend, and hold
Seller and each of the other Seller Parties free and harmless from and against
any and all Liabilities (including reasonable attorneys' fees, expenses and
disbursements) arising out of or resulting from (a) the breach of the terms of
Paragraph 11.2 or (b) the entry on the Property and/or the conduct of any Due
Diligence by Buyer or any of Buyer's Representatives at any time prior to the
Closing; provided, however, that Buyer's obligations under this clause (b) shall
not apply to the mere discovery of a pre-existing environmental or physical
condition at the Property. The foregoing indemnity shall survive the Closing
(and not be merged therein) or any earlier termination of this Agreement.

     12.  DEFAULT AT OR PRIOR TO CLOSING.

                                     - 28 -
<Page>

          12.1    BUYER DEFAULT. If Buyer defaults in the observance or
performance of its covenants and obligations hereunder, and such default
continues for five (5) Business Days after the date of receipt of written notice
from Seller demanding cure of such default, provided Seller is not in default,
Seller shall be entitled, as its sole and exclusive remedy hereunder, to
Terminate this Agreement by written notice to Buyer of such termination and,
provided the deposit contemplated by Paragraph 18 of the Purchase and Sale
Agreement, as amended from time to time, has not been posted by Buyer, to
receive liquidated damages equal to five percent (5%) of the Purchase Price on
or prior to the Closing Date as full liquidated damages for such default of
Buyer, the parties hereto acknowledging the difficulty of ascertaining the
actual damages in the event of such a default, that it is impossible more
precisely to estimate the damages to be suffered by Seller upon Buyer's default,
that such liquidated damages are intended not as a penalty, but as full
liquidated damages and that such amount constitutes a reasonable good faith
estimate of the potential damages arising therefrom, it being otherwise
difficult or impossible to estimate Seller's actual damages which would be
suffered by Seller in the event of default by Buyer. Except with respect to any
right, obligation or liability which survives Closing or termination of this
Agreement, including any indemnification provisions set forth in this Agreement,
Seller's right to Terminate this Agreement is Seller's sole and exclusive remedy
in the event of a default under this Agreement by Buyer, and Seller hereby
waives, relinquishes and releases any and all other rights and remedies (except
any that survive Closing or termination pursuant to the express provisions of
this Agreement), including, but not limited to: (1) any right to sue Buyer for
damages, (2) any right to sue Buyer for specific performance, or (3) any other
right or remedy which Seller may otherwise have against Buyer, either at law, or
equity or otherwise. To the extent that Seller's Related Party is entitled to
the deposit in accordance with the Purchase and Sale Agreement, Seller shall not
be able to receive any damages hereunder for Buyer's breach of the terms hereof.

          12.2    SELLER DEFAULT. If Seller defaults in the observance or
performance of its covenants and obligations hereunder, and such default
continues for the greater of five (5) Business Days after the date of receipt of
written notice from Buyer demanding cure of such default, then Buyer shall be
entitled either, at Buyer's option, (i) without waiving the right to elect the
option to Terminate this Agreement, to sue Seller for specific performance of
this Agreement, but only if such suit is filed within one hundred eighty (180)
days after the occurrence of Seller's alleged default, unless Buyer is legally
precluded from bringing such suit pursuant to bankruptcy law requirements within
such one hundred and eighty day period or (ii) to Terminate this Agreement by
the delivery to Seller of notice of such termination and Buyer shall be entitled
to all of its out-of pocket costs (including legal fees) incurred in connection
with the transactions contemplated by this Agreement payable within five (5)
days of demand; provided however that Buyer shall not be able to recover any of
its out-of-pocket costs (including legal fees) to the extent Seller fails or is
unable to deliver any Ground Lease Estoppel Certificate pursuant to Paragraph
5.1(N), so long as such failure or inability is not due to the fault of Seller.
Prior to the Closing, Buyer's rights to so Terminate this Agreement or sue for
specific performance, are Buyer's sole and exclusive remedies hereunder in the
event of a default hereunder by Seller, and Buyer hereby waives, relinquishes
and releases any and all other rights and remedies (except any that survive
Closing or termination pursuant to the express provisions of this Agreement),
including, but not limited to: (1) any right to sue for damages, or (2) any
other right or remedy which Buyer may otherwise have against Seller either at
law, in equity or otherwise. Buyer agrees that its failure to timely commence an
action for specific performance

                                     - 29 -
<Page>

within the period noted above shall be deemed a waiver by it of its right to
commence an action for specific performance as well as a waiver by it of any
right it may have to file or record a notice of LIS PENDENS or notice of
pendency of action or similar notice against any portion of the Property.

     13.  NOTICES. All notices, consents, approvals and other communications
which may be or are required to be given by either Seller or Buyer under this
Agreement shall be properly given only if made in writing and sent by (a) hand
delivery, (b) certified mail, return receipt requested, (c) a nationally
recognized overnight delivery service (such as Federal Express, UPS Next Day Air
or Airborne Express), or (d) telecopying to the telecopy number listed below
(provided that a copy of such notice is also sent within one Business Day to the
party by one of the other methods listed herein), with all postage and delivery
charges paid by the sender and addressed to the Buyer or Seller, as applicable
as set forth below, or at such other address (or telecopy number) as each may
request in writing in accordance with the provisions hereof. Such notices
delivered by hand, by telecopy, or overnight delivery service shall be deemed
received on the date of delivery and, if mailed, shall be deemed received upon
the earlier of actual receipt or two days after mailing. Said notice addresses
are as follows (and Seller and Buyer shall have the right to designate changes
to their respective notice addresses, effective five (5) days after the delivery
of written notice thereof):

     IF TO SELLER:       InterContinental Hotels Group
                         Three Ravinia Drive
                         Suite 100
                         Atlanta, Georgia 30346-2121
                         Attention: Robert Chitty
                         Telephone No.: (770) 604-5321
                         Telecopy No.: (770) 604-5075

     WITH A COPY TO:     InterContinental Hotels Group
                         Three Ravinia Drive
                         Suite 100
                         Atlanta, Georgia 30346-2121
                         Attention: Legal Dept. - Paul Huang
                         Telephone No.: (770) 604-2644
                         Telecopy No.: (770) 604-5075

     WITH A COPY TO:     Alston & Bird LLP
                         1201 West Peachtree Street
                         Atlanta, GA  30309-3424
                         Attention: Timothy J. Pakenham
                         Telephone No.: (404) 881-7755
                         Telecopy No.: (404) 881-7777

                                     - 30 -
<Page>

     IF TO BUYER:        Hospitality Properties Trust
                         400 Centre Street
                         Newton, MA 02458
                         Attention: John Murray
                         Telephone No.: (617) 964-8389
                         Telecopy No.: (617) 969-5730

     WITH A COPY TO:     Sullivan & Worcester LLP
                         One Post Office Square
                         Boston, MA 02109
                         Attention: Warren M. Heilbronner
                         Telephone No.: (617) 338-2946
                         Telecopy No.: (617) 338-2880

     14.  GENERAL PROVISIONS.

          14.1    EXECUTION NECESSARY. This Agreement shall not be binding upon
Seller or Buyer, respectively, until fully executed and delivered by a proper
official of Seller, or Buyer, respectively, and no action taken by either of
their representatives shall be deemed an acceptance of this Agreement until this
Agreement has been so executed by them and delivered to each other.

          14.2    COUNTERPARTS. This Agreement may be executed in separate
counterparts. It shall be fully executed when each party whose signature is
required has signed at least one counterpart even though no one counterpart
contains the signatures of all of the parties to this Agreement.

          14.3    SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the parties hereto and their respective successors and assigns and inure to the
benefit of the parties hereto and their respective permitted successors and
assigns. Buyer shall not have the right to assign or delegate any right, duty or
obligation of Buyer under this Agreement in whole or in part to any other party
other than its affiliates without the prior written consent of Seller, which
consent Seller may grant or withhold in its sole and absolute discretion, and
any such assignment shall be null and void AB INITIO. Notwithstanding the
foregoing, Buyer shall have the right to cause Seller to transfer the Company
Shares or portions thereof to an affiliate of Buyer which is wholly owned by
Buyer or wholly owned by the owners of Buyer, or to an affiliate which is owned,
in part, by Buyer and which is controlled by Buyer as to property, operating and
management issues, and which affiliate shall be designated in writing by Buyer,
together with delivery to Seller of evidence reasonably satisfactory to Seller
of the valid legal existence of Buyer's assignee, its qualification (if
necessary) to do business in the jurisdiction in which the Property is located
and of the authority of Buyer's affiliate to execute and deliver any and all
documents required of Buyer under the terms of this Agreement, which items shall
be received by Seller not less than three (3) Business Days prior to the Closing
Date. Notwithstanding the foregoing, the exercise of such right by Buyer shall
not relieve Buyer of any of its obligations and liabilities hereunder including
obligations and liabilities which survive the Closing or the termination of this
Agreement, nor shall any such assignment alter, impair or relieve such affiliate
from the waivers, acknowledgements and agreements of Buyer set forth herein, all
of

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<Page>

which are binding upon the affiliate(s) of Buyer. In the event of any permitted
designation by Buyer, any affiliate shall assume any and all obligations and
liabilities of Buyer under this Agreement but, notwithstanding such assumption,
Buyer shall continue to be liable hereunder.

          14.4    GOVERNING LAW. This Agreement shall be governed by the laws of
the State of New York.

          14.5    ENTIRE AGREEMENT. This Agreement and all the exhibits and
schedules referenced herein and annexed hereto contain the entire agreement of
the parties hereto with respect to the matters contained herein, and no prior
agreement or understanding (including without limitation any letter of intent or
similar proposals or correspondence between Buyer and Seller pertaining to any
of the matters connected with this Transaction shall be effective for any
purpose. Neither this Agreement nor any provision hereof may be waived,
modified, amended, discharged or terminated except by an instrument signed by
the party against whom the enforcement of such waiver, modification, amendment,
discharge or termination is sought, and then only to the extent set forth in
such instrument.

          14.6    TIME IS OF THE ESSENCE. TIME IS OF THE ESSENCE of the
Transaction and this Agreement. If the time period by which any right, option or
election provided under this Agreement must be exercised, or by which any act
required hereunder must be performed, or by which the Closing must be held,
expires on a Saturday, Sunday or legal or bank holiday, then such time period
shall be automatically extended through the close of business on the next
regularly scheduled Business Day.

          14.7    INTERPRETATION. The titles, captions and paragraph headings
are inserted for convenience only and are in no way intended to interpret,
define, limit or expand the scope or content of this Agreement or any provision
hereof. Even though the defined term for a party hereunder may be used in the
singular in this Agreement such term shall also include any other person or
entity jointly and severally included within such definition. If any time period
under this Agreement ends on a day other than a Business Day, then the time
period shall be extended until the next Business Day. This Agreement shall be
construed without regard to any presumption or other rule requiring construction
against the party causing this Agreement to be drafted. If any words or phrases
in this Agreement shall have been stricken out or otherwise eliminated, whether
or not any other words or phrases have been added, this Agreement shall be
construed as if the words or phrases so stricken out or otherwise eliminated
were never included in this Agreement and no implication or inference shall be
drawn from the fact that said words or phrases were so stricken out or otherwise
eliminated.

          14.8    FURTHER ASSURANCES. Each party agrees to execute and deliver
to the other such further documents or instruments as may be reasonable and
necessary in furtherance of the performance of the terms, covenants and
conditions of this Agreement; provided, however, that the execution and delivery
of such documents by such party shall not result in any additional liability or
cost to such party.

          14.9    EXCLUSIVE APPLICATION. Nothing in this Agreement is intended
or shall be construed to confer upon or to give to any person, firm or
corporation other than Buyer and Seller (and their permitted successors or
assigns) hereto any right, remedy or claim under or by

                                     - 32 -
<Page>

reason of this Agreement. Except as set forth herein, all terms and conditions
of this Agreement shall be for the sole and exclusive benefit of the parties
hereto and may not be assigned.

          14.10   PARTIAL INVALIDITY. If all or any portion of any of the
provisions of this Agreement shall be declared invalid by Laws applicable
thereto, then the performance of said offending provision shall be excused by
the parties hereto; provided, however, that, if the performance of such excused
provision affects any material aspect of this Transaction, the party for whose
benefit such excused provision was inserted may request that the other party
enter into a modification or separate agreement which sets forth in valid
fashion the substance of such offending provision in a manner which counsel to
both parties determine is valid.

          14.11   NO IMPLIED WAIVER. Unless otherwise expressly provided herein,
no waiver by Seller or Buyer of any provision hereof shall be deemed to have
been made unless expressed in writing and signed by such party. No delay or
omission in the exercise of any right or remedy accruing to Seller or Buyer upon
any breach under this Agreement shall impair such right or remedy or be
construed as a waiver of any such breach theretofore or thereafter occurring.
The waiver by Seller or Buyer of any breach of any term, covenant or condition
herein stated shall not be deemed to be a waiver of any other breach, or of a
subsequent breach of the same or any other term, covenant or condition herein
contained.

          14.12   RIGHTS CUMULATIVE. All rights, powers, options or remedies
afforded to Seller or Buyer either hereunder or by Law shall be cumulative and
not alternative, and the exercise of one right, power, option or remedy shall
not bar other rights, powers, options or remedies allowed herein or by Law,
unless expressly provided to the contrary herein.

          14.13   ATTORNEY'S FEES. Should either party employ an attorney or
attorneys to enforce any of the provisions hereof or to protect its interest in
any manner arising under this Agreement, or to recover damages for breach of
this Agreement, the non prevailing party in any action pursued in a court of
competent jurisdiction (the finality of which is not legally contested) agrees
to pay to the prevailing party all reasonable costs, damages and expenses,
including attorneys' fees, expended or incurred in connection therewith.

          14.14   WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES TRIAL BY JURY
IN ANY PROCEEDINGS BROUGHT BY THE OTHER PARTY IN CONNECTION WITH ANY MATTER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSACTION, THIS AGREEMENT, THE
PROPERTY OR THE RELATIONSHIP OF BUYER AND SELLER HEREUNDER. THE PROVISIONS OF
THIS SECTION SHALL SURVIVE THE CLOSING (AND NOT BE MERGED THEREIN) OR ANY
EARLIER TERMINATION OF THIS AGREEMENT.

          14.15   FACSIMILE SIGNATURES. Signatures to this Agreement transmitted
by telecopy or other electronic means shall be valid and effective to bind the
party so signing. Each party agrees to promptly deliver an execution original to
this Agreement with its actual signature to the other party, but a failure to do
so shall not affect the enforceability of this Agreement, it being expressly
agreed that each party to this Agreement shall be bound by its own telecopied or
electronic signature and shall accept the telecopied or electronic signature of
the other party to this Agreement.

                                     - 33 -
<Page>

          14.16   NO RECORDATION. Seller and Buyer each agrees that neither this
Agreement nor any memorandum or notice hereof shall be recorded and Buyer agrees
(a) not to file any notice of pendency or other instrument (other than a
judgment) against the Property or any portion thereof in connection herewith and
(b) to indemnify Seller against all Liabilities (including reasonable attorneys'
fees, expenses and disbursements) incurred by Seller by reason of the filing by
Buyer of such notice of pendency or other instrument. Notwithstanding the
foregoing, (a) if the same is permitted pursuant to applicable Laws, Buyer shall
be entitled to record a notice of lis pendens against the Owned Real Property if
Buyer is entitled to seek (and is actually seeking) specific performance of this
Agreement by Seller in accordance with the terms of Paragraph 12.2 hereof, and
(b) Buyer shall be entitled to file a copy of all or a portion of this Agreement
(or make specific reference hereto) with the Securities and Exchange Commission
in connection with any of its filings required by Law or regulation pertaining
thereto.

          14.17   EXHIBITS AND SCHEDULES. All exhibits and schedules referred to
in, and attached to, this Agreement are hereby incorporated herein in full by
this reference.

          14.18   JURISDICTION. With respect to any suit, action or proceedings
relating to the Transaction, this Agreement, the Property or the relationship of
Buyer and Seller hereunder ("PROCEEDINGS") each party irrevocably (a) submits to
the exclusive jurisdiction of the Courts of the County of New York, State of New
York and the United States District Court for the Southern District of New York,
and (b) waives any objection which it may have at any time to the laying of
venue of any proceedings brought in any such court, waives any claim that such
proceedings have been brought in an inconvenient forum and further waives the
right to object, with respect to such proceedings, that such court does not have
jurisdiction over such party. The provisions of this Paragraph shall survive the
Closing (and not be merged therein) or any earlier termination of this
Agreement.

          14.19   CURRENCY. Each reference herein to any dollar amount is a
reference to such amount of United States dollars.

     15.  ADDITIONAL TERMINATION RIGHTS. (a) If the Transaction has not occurred
on or prior to December 31, 2005, other than by reason of a default by a party
hereto, and unless mutually extended by the parties hereto, this Agreement shall
automatically Terminate and this Agreement shall be of no force and effect
between the parties except for those obligations which survive such termination.
(b) If any condition to the Closing is not satisfied or waived by March 31, 2005
either party, so long as such party is not in default hereunder, may Terminate
this Agreement by written notice to the other party (subject to any rights of
such non-defaulting party hereunder) and this Agreement shall be of no force and
effect between the parties except for those provisions which expressly survive
such termination. (c) On or before the Closing Date, if the Purchase and Sale
Agreement is terminated then this Agreement shall also Terminate, provided
however that if such termination results from (i) a default by a "Seller"
thereunder, then Buyer shall have all of its rights hereunder against Seller as
if Seller was in default hereunder; or (ii) a default by the "Buyer" thereunder,
then Seller shall have all of its rights hereunder against Buyer as if Buyer was
in default hereunder.

     16.  LIMITATION OF LIABILITY. No advisor, trustee, director, officer,
employee, beneficiary, shareholder, member, partner, participant, representative
or agent of Buyer or Seller

                                     - 34 -
<Page>

shall have any personal liability, directly or indirectly, under or in
connection with this Agreement or any agreement made or entered into pursuant to
the provisions of this Agreement, or any amendment or amendments to any of the
foregoing made at any time or times heretofore or hereafter. In no event shall
any of Buyer or Seller be entitled to punitive, consequential or special damages
under this Agreement, and each of Buyer and Seller hereby waives any right to
claim, pursue or collect same. The provisions of this Paragraph shall survive
any termination of this Agreement and the Closing hereunder.

     17.  CONFLICTING TERMS. Seller acknowledges that certain provisions in this
Agreement and the Indemnification Agreement may be inconsistent or may conflict
with one another. In the event of an inconsistency or conflict between the terms
of this Agreement and the terms of the Indemnification Agreement, the terms of
the Indemnification Agreement shall control.

     18.  NONLIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING BUYER,
COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"), IS
DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF
MARYLAND, PROVIDES THAT, AND SELLER HEREBY AGREES THAT, THE NAME "HPT IHG-2
PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS
TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER,
SHAREHOLDER, EMPLOYEE OR AGENT OF BUYER SHALL BE HELD TO ANY PERSONAL LIABILITY,
JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, BUYER. ALL
PERSONS DEALING WITH BUYER, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF BUYER,
FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.


                       [Signatures on the Following Page]

                                     - 35 -
<Page>

     IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement under
seal as of the day and year first above written.

                                     SELLER:

                                     SIX CONTINENTS
                                     INTERNATIONAL HOLDINGS B.V.,
                                     a Netherlands closed limited liability
                                     company

                                     By: /s/ Robert Chitty
                                        ---------------------------------------
                                          Robert Chitty, its attorney-in-fact
                                          pursuant to a power of attorney
                                          dated July 12, 2004

                                     BUYER:

                                     HPT IHG-2 PROPERTIES TRUST, a
                                     Maryland real estate investment trust

                                     By: /s/ John G. Murray
                                        ---------------------------------------
                                        Name:  John G. Murray
                                        Title: President


        [Signature Page to Amended and Restated Stock Purchase Agreement]

<Page>

                                   SCHEDULE A

                  ATTACHED TO AND MADE A PART OF THAT CERTAIN:
                  AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
                                 BY AND BETWEEN

                   SIX CONTINENTS INTERNATIONAL HOLDINGS B.V.

                                    AS SELLER

                                       AND

                           HPT IHG-2 PROPERTIES TRUST

                                    AS BUYER

                          DATED AS OF FEBRUARY 9, 2005

     "ADJUSTED PURCHASE PRICE" is defined in Paragraph 3 of this Agreement.

     "AGREEMENT" shall mean this Amended and Restated Stock Purchase Agreement
between Seller and Buyer including all schedules, exhibits and other attachments
hereto, and documents incorporated herein by reference.

     "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or any
other day on which banking institutions in The Commonwealth of Massachusetts or
the State of Georgia are authorized by law or executive action to close.

     "BUYER" shall mean the buyer referenced in the first paragraph of this
Agreement.

     "BUYER'S DILIGENCE REPORTS" shall mean the results of any examinations,
inspections, investigations, tests, studies, analyses, appraisals, evaluations
and/or investigations prepared by or for or otherwise obtained by Buyer or
Buyer's Representatives in connection with Buyer's Due Diligence.

     "BUYER'S KNOWLEDGE" or "BUYER KNOWS" shall mean the actual (and not the
imputed or constructive) knowledge of John Murray of Buyer.

     "BUYER'S REPRESENTATIVES" shall mean Buyer's officers, employees, agents,
advisors, representatives, attorneys, accountants, consultants, lenders,
investors, contractors, architects and engineers.

     "CLOSING" shall mean the consummation and closing of the Transaction.

     "CLOSING AGENT" shall mean the Title Company or such other party as is
selected by Buyer and Seller to fund the Closing in escrow.

<Page>

     "CLOSING DATE" shall mean the date on which the Closing occurs, which shall
be on or before the Closing Deadline as defined in Paragraph 1.1 of this
Agreement.

     "CLOSING DEADLINE" is defined in Paragraph 1.1 of this Agreement.

     "CLOSING DOCUMENTS" shall mean the documents and instruments delivered by
Buyer and Seller, in order to consummate the Transaction.

     "COMPANY" is defined in the Recitals to this Agreement.

     "COMPANY SHARES" is defined in the Recitals to this Agreement.

     "CONDEMNATION PROCEEDING" shall mean any proceeding in condemnation,
expropriation, eminent domain or any written request for a conveyance in lieu
thereof, or any notice that such proceedings have been or will be commenced
against any portion of the Property.

     "CONFIDENTIAL MATERIALS" shall mean excerpts of any books, computer
software, databases, records or files (whether in a electronic or printed
format) that consist of or contain any of the following: appraisals; budgets;
strategic plans for the Property; internal analyses; information regarding the
marketing of the Property for sale; submissions relating to obtaining internal
authorization for the sale of the Company Shares by Seller or any direct or
indirect owner of any beneficial interest in Seller; attorney and accountant
work product; attorney-client privileged documents; internal correspondence of
Seller, any direct or indirect owner of any beneficial interest in Seller, the
Company, or any of their respective affiliates and correspondence between or
among such parties; or other information or materials in the possession or
control of Seller, any direct or indirect owner of any beneficial interest in
Seller, the Company or the Company's property manager which such party deems
proprietary or confidential.

     "CONTRACTS" shall mean all contracts respecting leasing, management,
maintenance or operation of the Real Property, including, but not limited to,
equipment leases, agreements with respect to building systems, service,
construction, and maintenance contracts, but specifically any license to the
Company of computer hardware, software or systems. A summary list of the
Contracts (including identity of contract parties and type of service) is shown
on EXHIBIT L and made a part hereof.

     "DESIGNATED REPRESENTATIVES" shall mean Robert Chitty, Robert Gunkel and
Thomas Brettschneider, each of IHG.

     "DUE DILIGENCE" shall mean the investigation by Buyer and Buyer's
Representatives of the feasibility and desirability of acquiring the Property as
a result of Buyer's purchase of the Company Shares, including all audits,
surveys, examinations, inspections, investigations, tests, studies, analyses,
appraisals, evaluations, investigations and verifications with respect to the
Property, the Property Documents, title matters, applicable land use and zoning
Laws and other Laws applicable to the Property, the physical condition of the
Property, the economic status of the Property, and other information and
documents regarding the Property, including, but not limited to, investigations
of the legal and physical status of the Property by such consultants,

                                      - 2 -
<Page>

engineers, architects and/or entomologists as Buyer requires, tests and
assessments with respect to environmental matters, soil tests, asbestos
analysis, mold analysis, structural review, examination of title to the
Property, preparation of a Survey of the Land, and verification of all
information made or to be made available to Buyer with respect to Property.

     "DUE DILIGENCE DEADLINE" is defined in Paragraph 1.1 of this Agreement.

     "EFFECTIVE DATE" shall mean December 17, 2004, the date of the Original
Agreement.

     "EXCLUDED PROPERTY" shall mean the assets to be transferred by the Company
pursuant to clause (1) of Paragraph 5.1(K).

     "GAAP" is defined in Paragraph 8.1(Y) of this Agreement.

     "GOVERNING DOCUMENTS" shall mean the certificate or articles of
incorporation, bylaws, declaration of trust, formation or governing agreement or
other charter documents or organizational or governing documents or instruments.

     "GROUND LEASE" shall mean the ground leases granting the Company's interest
in the Leased Real Property.

     "GROUND LEASE ESTOPPEL CERTIFICATE" is defined in Paragraph 5.1(N) of this
Agreement.

     "HHF" is defined in the Recitals to this Agreement.

     "HOTEL" is defined in the Recitals to this Agreement.

     "HOTEL LEASE AGREEMENT" is defined in the Recitals to this Agreement.

     "IHG" shall mean InterContinental Hotels Group PLC, a corporation organized
under the laws of the United Kingdom.

     "INDEMNIFICATION AGREEMENT" is defined in the Recitals to this Agreement.

     "LAND" shall mean those certain tracts or parcels of land (whether owned or
leased), more particularly described on EXHIBIT A.

     "LAW" shall mean any federal, state, Commonwealth of Puerto Rico, local or
foreign law, statute, ordinance, code, order, decrees, or other governmental
rule, regulation or requirement, including common law.

     "LEASE RECORDING CHARGES" is defined in Paragraph 6.2(H).

     "LEASED REAL PROPERTY" is defined in the Recitals to this Agreement.

     "LEASES" shall mean all leases, subleases, rental agreements and other
occupancy agreements for the use or occupancy of any portion of the Real
Property, or improvements

                                      - 3 -
<Page>

located thereon, if any, together with all amendments to, modifications of,
renewals and extensions thereof, but excluding the Hotel Lease Agreement.

     "LESSEE" is defined in the Recitals to this Agreement.

     "LESSOR" is defined in the Recitals to this Agreement.

     "LIABILITIES" shall mean any and all direct or indirect damages, demands,
claims, payments, problems, conditions, obligations, actions or causes of
action, assessments, losses, liabilities, costs and expenses of any kind or
nature whatsoever, including, without limitation, penalties, interest on any
amount payable to a third party, lost income and profits, and any legal or other
expenses (including, without limitation, reasonable attorneys' fees and
expenses) reasonably incurred in connection with investigating or defending any
claims or actions, whether or not resulting in any liability. In no event shall
"Liabilities" include the right of the Buyer, Seller or the Company to collect
punitive, consequential, or special damages under this Agreement, and each of
Buyer, Seller and the Company, by and through the Seller, waive any right to
collect the same.

     "LIEN" shall mean any mortgage, charge, deed of trust, security deed, lien,
judgment, pledge, conditional sales contract, security interest, past-due Taxes,
past-due assessments, contractor's lien, materialmen's lien, construction lien,
judgment or similar encumbrance against the Property or the Company Shares of a
monetary nature.

     "MAJOR EVENT" is defined in Paragraph 9.1 of this Agreement.

     "OTHER INTERESTS" shall mean the following other interests of Seller in and
to the Real Property, Leases, Contracts, or Personal Property, or pertaining
thereto: (a) to the extent that the same are in effect as of the Closing Date,
any licenses (but excluding any franchise license rights or liquor licenses),
permits and other written authorizations necessary for the use, operation or
ownership of the Real Property, and (b) any guaranties and warranties in effect
with respect to any portion of the Real Property or the Personal Property as of
the Closing Date.

     "OWNED REAL PROPERTY" is defined in the Recitals to this Agreement.

     "PERMIT" is defined in Paragraph 8.1(AA) of this Agreement.

     "PERMITTED TITLE EXCEPTIONS" shall mean, subject to Buyer's rights to
review and make objection to the status of title and survey as set forth in this
Agreement, and the right of Buyer to Terminate this Agreement pursuant to
Paragraph 4.5 if the Due Diligence is not satisfactory, the following: (a) the
Leases and any new Leases entered into between the Effective Date and the
Closing Date in accordance with the terms of this Agreement; (b) all Liens for
real estate Taxes and assessments not yet due and payable as of the Closing
Date; (c) local, state, federal or foreign (if applicable) zoning and building
Laws; (d) the Record Exceptions disclosed by the Title Commitment and not
Removed or required to be Removed as provided in Paragraph 4 hereof; (e) the
state of facts disclosed by a current Survey of the Land obtained by Buyer and
not Removed or required to be Removed as provided in Paragraph 4 hereof; and (f)
any other matters approved as Permitted Title Exceptions in writing by Buyer
prior to Closing or deemed approved as Permitted Title Exceptions pursuant to
this Agreement.

                                      - 4 -
<Page>

     "PERSONAL PROPERTY" shall mean (a) all Property Documents; (b) all keys and
combinations to all doors, cabinets, safes, enclosures and other locking items
or areas on or about the Property and any improvement on the Land; (c) the food
and beverage inventory of the Hotel; and (d) all tangible personal property,
including, but not limited to, all "Inventories", as such term is defined in the
Uniform System of Accounts, and all other tools, vehicles, supplies, artwork,
furniture, furnishings, machinery, equipment, specialized hotel equipment and
other tangible personal property, in each case, owned or leased by Seller (in
its own name or by and through the Company) in connection with the ownership,
operation or maintenance of the Hotel, including without limitation all china,
glassware, silverware, linens, towels, curtains, uniforms, works of art,
engineering, maintenance, and housekeeping supplies, draperies, materials and
carpeting, used or intended for use, but not for sale, in connection with the
operation of the Hotel, all equipment used in the operation of the kitchen,
dining rooms, lounges, bars, laundry, dry cleaners, lobby, reservation desk and
all supplies, merchandise, food and beverages held for sale in connection with
the operation of the Hotel, which are on hand on the Effective Date; but
specifically excluding (i) any Confidential Materials and (ii) any computer
hardware, software, or system that is licensed to Seller.

     "PR CODE" is defined in Paragraph 6.2P of this Agreement.

     "PROCEEDINGS" is defined in Paragraph 14.18 of this Agreement.

     "PROPERTY" shall mean the Real Property, the Leases, the Contracts, the
Personal Property and the Other Interests, but specifically excluding any right
or interest to any liquor license rights and intellectual property.

     "PROPERTY DOCUMENTS" shall mean all books, records and files of Seller and
the Company and of the management agent for the Property related to the Property
(other than Confidential Materials; provided, however that Seller shall make
available extracts of non-confidential information contained in such books,
records or files).

     "PURCHASE AND SALE AGREEMENT" is defined in the Recitals to this Agreement.

     "PURCHASE PRICE" is defined in Paragraph 3 of this Agreement.

     "REAL PROPERTY" shall mean the Land, including, without limitation, (a) the
Hotel and any other buildings located on the Land and all other improvements,
(b) all easements and rights-of-way, appurtenant to the Land and other
easements, rights-of-way, grants of right, licenses, privileges or other
agreements for the benefit of, belonging to or appurtenant to the Land whether
or not situated upon the Land, including, without limitation, signage rights and
parking rights or agreements, all whether or not specifically referenced on
EXHIBIT A, (c) all mineral, oil and gas rights, riparian rights, water rights,
sewer rights and other utility rights allocated to the Land, (d) all right,
title and interest, if any, of the owner of the Land in and to any and all
strips and gores of land located on or adjacent to the Land, and (e) all right,
title and interest of the owner of the Land in and to any roads, streets and
ways, public or private, open or proposed, in front of or adjoining all or any
part of the Land and serving the Land.

                                      - 5 -
<Page>

     "RECORD EXCEPTIONS" shall mean all instruments recorded in the real estate
records of the locality in which the Land is located which affect the status of
title to the Real Property or which affect the recordation of any Ground Lease
with a first priority rank on the Leased Real Property.

     "REMOVE" with respect to any exception to title shall mean that Seller
causes the Title Company to remove or affirmatively insure over the same as an
exception to the Title Policy, without any additional cost to Buyer, whether
such removal or insurance is made available in consideration of payment,
bonding, indemnity of Seller or otherwise.

     "REQUIRED REMOVAL ITEMS" shall mean, collectively, any Title Objections to
the extent (and only to the extent) that the same (a) have not been caused by
Buyer or any Buyer's Representatives, and (b) are either: (i) Liens evidencing
monetary encumbrances (other than liens for general real estate Taxes or
assessments not yet due and payable) which can be Removed by payment of
liquidated amounts, (ii) liens or encumbrances (including, but not limited to,
monetary liens) created by Seller or the Company after the Effective Date and
not consented to or deemed consented to by Buyer; or (iii) items which Seller
has agreed to Remove pursuant to Paragraph 4.3 of this Agreement.

     "SECURITIES ACT" is defined in Paragraph 5.4 of this Agreement.

     "SECURITIES EXCHANGE ACT" is defined in Paragraph 5.4 of this Agreement.

     "SELLER" shall mean the Seller referenced in the first paragraph of this
Agreement.

     "SELLER PARTIES" shall mean and include, collectively, (a) Seller; (b) the
Company (c) counsel to Seller and/or the Company; (d) any Broker retained by
Seller or the Company; (e) the Company's property manager; (f) any direct or
indirect owner of any beneficial interest in Seller; (g) any officer, director,
employee, or agent of Seller or the Company, or their counsel; and (h) any other
entity or individual affiliated or related in any way to any of the foregoing.

     "SELLER RELATED PARTIES" is defined in the Recitals to this Agreement.

     "SELLER RELATED PARTY" is defined in the Recitals to this Agreement.

     "SELLER'S BROKER" shall mean The Plasencia Group, Inc.

     "SELLER'S KNOWLEDGE" shall mean the actual (and not the imputed or
constructive) knowledge of the Designated Representatives.

     "SELLER'S WARRANTIES" shall mean Seller's representations and warranties
set forth in this Agreement as the same may be modified or waived by Buyer
pursuant to this Agreement.

     "SPECIAL PARTNERSHIP ELECTION" is defined in Paragraph 6.2P of this
Agreement.

     "SURVEY" shall mean a survey of the Land obtained by Buyer pursuant to
Paragraph 4.

                                      - 6 -
<Page>

     "TAX" shall mean any and all federal, state, Commonwealth of Puerto Rico,
local or non-U.S. taxes, fees, levies, duties, tariffs, imposts, and other
similar charges on or with respect to net income, alternative or add-on minimum,
gross income, gross receipts, sales, use, ad valorem, franchise, capital,
paid-up capital, profits, greenmail, license, withholding, payroll, employment,
excise, severance, stamp, occupation, premium, property, environmental, Section
59A of the Internal Revenue Code of 1986, as amended, or windfall profit tax,
custom, duty, value added, volume of business or other tax, governmental fee or
other like assessment or charge of any kind whatsoever, together with any
interest or any penalty, addition to tax or additional amount imposed by any
governmental entity responsible for the imposition of any such tax.

     "TAX RETURN" shall mean any return, claim, election, information return,
declaration, report, statement and other document required to be filed in
respect of Taxes.

     "TENANT" shall mean a tenant under a Lease; collectively, all tenants under
the Leases are referred to as the "Tenants."

     "TENANT ESTOPPEL CERTIFICATE" is defined in Paragraph 5.1(N).

     "TERMINATE" shall mean the termination of this Agreement, by Buyer or
Seller as applicable as set forth in this Agreement, in which event thereafter
neither party hereto shall have any further rights, obligations or liabilities
hereunder except to the extent that any right, obligation or liability set forth
in this Agreement expressly survives termination hereof.

     "TITLE COMMITMENT" shall mean the commitment of the Title Company to issue
the Title Policy.

     "TITLE COMPANY" shall mean Chicago Title Insurance Company.

     "TITLE OBJECTIONS" shall mean any defects in title (including any Record
Exceptions which are not acceptable to Buyer) or Survey (including the
description of the Land) which may be revealed by Buyer's examinations thereof
to which Buyer timely objects in accordance with the terms of Paragraph 4.3.

     "TITLE POLICY" shall mean the ALTA Owner's Policy of Title Insurance (or
such other comparable form of title insurance policy as is available in the
jurisdiction in which the Property is located) issued by the Title Company in
the amount of the Purchase Price and in the form of the Title Commitment, and
containing, unless prohibited by applicable statutes or regulations, such
non-imputation and such other endorsements reasonably required by Buyer.

     "TRANSACTION" shall mean the purchase of the Company Shares by Buyer and
the other transactions contemplated by this Agreement.

     "UNIFORM SYSTEM OF ACCOUNTS" shall mean the Uniform System of Accounts for
the Lodging Industry, prepared by The Hotel Association of New York City, Inc.,
in effect as of the date hereof.

     "UNSUITABLE FOR ITS PERMITTED USE" shall mean a state or condition of the
Hotel such that (a) following any damage or destruction to the Hotel, the Hotel
cannot be operated in the

                                      - 7 -
<Page>

good faith judgment of Buyer or Seller on a commercially practicable basis and
it cannot reasonably be expected to be restored to substantially the same
condition as existed immediately before such damage or destruction within twelve
(12) months following such damage or destruction or such shorter period of time
as to which business interruption insurance is available to cover rent and other
costs related to the Hotel following such damage or destruction, or (b) as the
result of a partial taking by condemnation, the Hotel cannot be operated, in the
good faith judgment of Buyer or Seller on a commercially practicable basis in
light of then existing circumstances.

     "WORKING CAPITAL" shall mean cash on deposit in same day funds with a U.S.
bank of national reputation reasonably acceptable to Buyer, free and clear of
all Liens.

                                      - 8 -
<Page>

     The following exhibits and schedules have been omitted and will be
supplementally furnished to the Securities and Exchange Commission upon request.

<Table>
<Caption>
   EXHIBIT                                           TITLE
   -------                                           -----
     <S>          <C>
      A.          LEGAL DESCRIPTION OF LAND
      D.          LIST OF ASSETS AND LIABILITIES TO BE TRANSFERRED OUT OF THE COMPANY PRIOR
                  TO CLOSING DATE
      E.          PUERTO RICO COMFORT LETTER
     E-1          NEW TAX CONCESSION
      F.          TENANT ESTOPPEL CERTIFICATE
      G.          GROUND LEASE ESTOPPEL
      H.          AFFIDAVIT OF TITLE
      I.          AUTHORITY CERTIFICATE
      J.          REAFFIRMATION OF REPRESENTATIONS
      K.          LEASES
      L.          LIST OF CONTRACTS
      M.          PRESS RELEASE
      P.          REQUIRED WORK
</Table>

<Table>
<Caption>
SCHEDULE                                             TITLE
--------                                             -----
  <S>             <C>
  A               DEFINITIONS
                  SELLER'S REPS AND WARRANTIES
  6.1             CLOSING PROCEDURE
  8.1(D)          PENDING OR THREATENED LITIGATION
  8.1(F)          CONDITIONS MATERIALLY AFFECTING THE PROPERTY
  8.1(G)          CONDITIONS AFFECTING UTILITIES AND SERVICES
  8.1(H)          VIOLATION OF LAWS RELATING TO ZONING, CONSTRUCTION, HEALTH
                  AND FIRE SAFETY, ETC.
  8.1(I)          UNPAID (DELINQUENT) TAXES OR SPECIAL ASSESSMENTS
  8.1(K)          HAZARDOUS MATERIALS
  8.1(M)          MATERIAL DEFECTS IN PROPERTY
  8.1(N)          UNPAID TAXES, ETC.
  8.1(O)          UNOBTAINED LICENSES AND PERMITS
  8.1(R)          VIOLATION OF LAWS
  8.1(T)          MATERIAL DEFAULTS WITH RESPECT TO PERMITTED TITLE EXCEPTIONS
  8.1(W)          INFORMATION WITH RESPECT TO LEASES AND GROUND LEASES
  8.1(AA)         LIST OF MATERIAL GOVERNMENTAL LICENSES, PERMITS,
                  CONCESSIONS AND FRANCHISES
  8.1(BB)(iii)    PENDING OR THREATENED LITIGATION CONTINUING AFTER CLOSING
</Table>

<Page>

                                    EXHIBIT B

                              HOTEL LEASE AGREEMENT

<Page>

                                 LEASE AGREEMENT

                         Dated as of February ___, 2005

                                 By and Between

                                HPT IHG PR, INC.,
                                  AS LANDLORD,

                                       AND

                   INTERCONTINENTAL HOTELS (PUERTO RICO) INC.,
                                    AS TENANT

<Page>

                                 LEASE AGREEMENT

     THIS LEASE AGREEMENT is entered into as of this _____ day of February __,
2005, by and between HPT IHG PR, INC., a Puerto Rico corporation, as landlord
("LANDLORD"), and INTERCONTINENTAL HOTELS (PUERTO RICO) INC., a Puerto Rico
corporation, as tenant ("TENANT").

                                   WITNESSETH:

     WHEREAS, Landlord owns or leases the Property (this and other capitalized
terms used and not otherwise defined herein having the meanings ascribed to such
terms in ARTICLE 1); and

     WHEREAS, Landlord wishes to lease the Property to Tenant and Tenant wishes
to lease the Property from Landlord, all subject to and upon the terms and
conditions herein set forth;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the mutual receipt and legal
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     For all purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, (i) the terms defined in this Article
shall have the meanings assigned to them in this Article and include the plural
as well as the singular, (ii) all accounting terms not otherwise defined herein
shall have the meanings assigned to them in accordance with GAAP, (iii) all
references in this Agreement to designated "Articles," "Sections" and other
subdivisions are to the designated Articles, Sections and other subdivisions of
this Agreement, and (iv) the words "herein," "hereof," "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision.

     1.1    "ADDITIONAL CHARGES" shall have the meaning given such term in
SECTION 3.1.3 (a).

     1.2    "ADDITIONAL RENT" shall have the meaning given such term in SECTION
3.1.2 (a).

<Page>

     1.3    "AFFILIATE" or "AFFILIATED PERSON" shall mean, with respect to any
Person, (a) in the case of any such Person which is a partnership, any partner
in such partnership, (b) in the case of any such Person which is a limited
liability company, any member of such company, (c) any other Person which is a
Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or
to one or more of the Persons referred to in the preceding clauses (a) and (b),
and (d) any other Person who is an officer, director, trustee or employee of, or
partner in or member of, such Person or any Person referred to in the preceding
clauses (a), (b) and (c).

     1.4    "AGREED UPON PROCEDURE LETTER" shall mean a letter from Ernst &
Young or another firm of independent certified public accountants (the
"auditor") selected by Tenant and approved by Landlord (which approval shall not
be unreasonably withheld or delayed) which letter shall, subject to the
limitations and conditions imposed by the auditor, address the following
components and such other reasonable matters as Landlord and the auditor shall
reasonably agree:

     (a)    That auditor has tested Tenant's systems of internal controls.

     (b)    That auditor has verified that the information provided was
            generated from the same reporting systems as Tenant uses for its
            regular periodic accounting and reporting.

     (c)    That auditor has verified the mathematical accuracy of the Officer's
            Certificate delivered with such Agreed Upon Procedure Letter.

     (d)    That auditor has recomputed the annual calculation of System Fees,
            contributions to the FF&E Reserve, expenditures from the FF&E
            Reserve, and the Additional Rent.

     (e)    That auditor has confirmed that the Hotel is subjected to audit
            procedures by Tenant's internal audit department, if any, and
            reviewed work papers provided in connection therewith. If auditor
            has performed hotel level audit procedures at the Hotel, auditor
            shall so state and list the procedures performed and results
            obtained. In any event at least three of the Pooled FF&E Hotels
            shall be subjected to audit procedures each Fiscal Year by either
            internal audit or the auditor.

                                      - 2 -
<Page>

     1.5    "AGREEMENT" shall mean this Lease Agreement, including the Exhibits
attached hereto, as it and they may be amended from time to time as herein
provided.

     1.6    "APPLICABLE LAW" shall mean all federal, State, county, municipal,
local and other governmental statutes, laws, rules, orders, regulations,
by-laws, ordinances, judgments, decrees and injunctions affecting the Property,
Landlord, or Tenant or the maintenance, construction, alteration or operation of
the Property, whether now or hereafter enacted or in existence, including,
without limitation, (a) Environmental Laws, (b) all permits, licenses,
authorizations, certificates and regulations necessary to operate the Property
for its Permitted Use, (c) all covenants, agreements, ground leases,
restrictions and encumbrances contained in any instruments at any time in force
affecting the Property, including those which may (i) require material repairs,
modifications or alterations in or to the Property or (ii) in any way materially
and adversely affect the use and enjoyment thereof, but excluding any
requirements arising as a result of Landlord's status as a real estate
investment trust, (d) the Tax Exemption Decree, the Puerto Rico Tourism
Development Act of 1993 and the regulations thereunder, (e) the outcome of any
arbitration, or (f) any collective bargaining agreement or other agreement or
legal requirement pertaining to any union representing employees of the Hotel.

     1.7    "APPLICABLE PERCENTAGE" shall mean the following percentages for the
corresponding periods:

<Table>
<Caption>
               Year                 Rate
               ----                 ----
               <S>                  <C>
               2005                   0%
               2006                   0%
               2007                 3.0%
               2008                 3.5%
               2009                 4.0%
               2010                 4.5%
               Thereafter           5.0%
</Table>

     1.8    "ARBITRATION" shall mean an arbitration conducted in accordance with
the terms of SECTION 20.19.

     1.9    "AWARD" shall mean all compensation, sums or other value awarded,
paid or received by virtue of a total or partial Condemnation of any of the
Property (after deduction of all reasonable legal fees and other reasonable
costs and expenses,

                                      - 3 -
<Page>

including, without limitation, expert witness fees, incurred by Landlord in
connection with obtaining any such award).

     1.10   "BASE TOTAL HOTEL SALES" shall mean Total Hotel Sales for the Base
Year.

     1.11   "BASE YEAR" shall mean the 2006 Fiscal Year; PROVIDED, HOWEVER, if
there shall occur a casualty, Condemnation or other force majeure event with
respect to the Hotel which causes a material decline in Total Hotel Sales for
the Hotel or a force majeure event in Canada, the United States or Caribbean
region or in any relevant market that results in a ten percent (10%) annual
decline in REVPAR for the Upscale segment or other appropriate segment, as
determined by Smith Travel Research, in Canada, the United States or Caribbean
region or in the relevant market, which, in either case, causes a material
decline in Total Hotel Sales for the Hotel for the 2006 Fiscal Year, the Base
Year shall be adjusted to be the first full Fiscal Year of operation of the
Hotel after the resolution of any such casualty, Condemnation or force majeure
event and the return of the Hotel to its substantially normal status.

     1.12   "BUSINESS DAY" shall mean any day other than Saturday, Sunday, or
any other day on which banking institutions in The Commonwealth of Massachusetts
or the State of New York are authorized by law or executive action to close.

     1.13   "CAPITAL ADDITION" shall mean any renovation, repair or improvement
to the Property (or portion thereof), the cost of which constitutes a Capital
Expenditure.

     1.14   "CAPITAL EXPENDITURE" shall mean any expenditure treated as capital
in nature in accordance with GAAP.

     1.15   "CAPITAL REPLACEMENTS" shall mean, collectively, replacements and
renewals to the FF&E and Capital Additions.

     1.16   "CLAIM" shall mean any claim, charge, lien, attachment, levy or
encumbrance.

     1.17   "CODE" shall mean the Internal Revenue Code of 1986 and, to the
extent applicable, the Treasury Regulations promulgated thereunder, each as from
time to time amended, and any reference to any statutory or regulatory provision
shall be deemed to be a reference to any successor statutory or regulatory
provision.

                                      - 4 -
<Page>

     1.18   "COMMENCEMENT DATE" shall mean the date of this Agreement.

     1.19   "CONDEMNATION" shall mean (a) the exercise of any governmental power
with respect to the Property, whether by legal proceedings or otherwise, by a
Condemnor of its power of condemnation, (b) a voluntary sale or transfer of the
Property by Landlord to any Condemnor, either under threat of condemnation or
while legal proceedings for condemnation are pending, or (c) a taking or
voluntary conveyance of all or part of the Property, or any interest therein, or
right accruing thereto or use thereof, as the result or in settlement of any
condemnation or other eminent domain proceeding affecting such Property, whether
or not the same shall have actually been commenced.

     1.20   "CONDEMNOR" shall mean any public or quasi-public Person, having the
power of Condemnation.

     1.21   "CONSUMER PRICE INDEX" shall mean the Consumer Price Index for all
Urban Consumers, U.S. City Average, published by the United States Bureau of
Labor Statistics or if such index is no longer published, such other index as is
published in substitution thereof.

     1.22   "DEBT SERVICE COVERAGE RATIO" shall mean, with respect to any loan
or other debt secured by a Hotel Mortgage, the quotient obtained by dividing (a)
the NOI of the properties securing such loan or other debt for the twelve (12)
months ending on the date on which such Hotel Mortgage is granted by (b)
regularly scheduled interest and principal payments projected to be paid
thereunder during the first (1st) twelve (12) months after the first day of the
month next after such date.

     1.23   "DEFAULT" shall mean any event or condition which with the giving of
notice and/or lapse of time would ripen into an Event of Default.

     1.24   "DISBURSEMENT RATE" shall mean a per annum rate equal to the greater
of (x) nine (9%) percent and (y) the sum of the rate for fifteen (15) year U.S.
Treasury Obligations, as published in THE WALL STREET JOURNAL, plus three
hundred eighty (380) basis points.

     1.25   "EASEMENT AGREEMENT" shall mean any conditions, covenants and
restrictions, easements, declarations, licenses and other agreements which are
Permitted Encumbrances and such

                                      - 5 -
<Page>

other agreements as may be granted in accordance with SECTION 19.1.

     1.26   "ENTITY" shall mean any corporation, general or limited partnership,
limited liability company or partnership, stock company or association, joint
venture, association, company, trust, bank, trust company, land trust, business
trust, cooperative, any government or agency, authority or political subdivision
thereof or any other entity.

     1.27   "ENVIRONMENT" shall mean soil, surface waters, ground waters, land,
biota, sediments, surface or subsurface strata and ambient air.

     1.28   "ENVIRONMENTAL LAWS" shall mean all applicable laws, statutes,
regulations, rules, ordinances, codes, licenses, permits and orders, from time
to time in existence, of all courts of competent jurisdiction and Government
Agencies, and all applicable judicial and administrative and regulatory decrees,
judgments and orders, including common law rulings and determinations, relating
to injury to, or the protection of, real or personal property or human health or
the Environment, including, without limitation, all valid and lawful
requirements of courts and other Government Agencies pertaining to reporting,
licensing, permitting, investigation, remediation and removal of underground
improvements (including, without limitation, treatment or storage tanks, or
water, gas or oil wells), or emissions, discharges, releases or threatened
releases of Hazardous Substances, chemical substances, pesticides, petroleum or
petroleum products, pollutants, contaminants or hazardous or toxic substances,
materials or wastes, whether solid, liquid or gaseous in nature, into the
Environment, or relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Substances,
underground improvements (including, without limitation, treatment or storage
tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or
toxic substances, materials or wastes, whether solid, liquid or gaseous in
nature.

     1.29   "EVENT OF DEFAULT" shall have the meaning given such term in SECTION
12.1.

     1.30   "EXCESS TOTAL HOTEL SALES" shall mean with respect to any Lease
Year, or portion thereof, the amount of Total Hotel Sales for such Property for
such Lease Year, or portion thereof, in excess of Base Total Hotel Sales for the
equivalent period in the Base Year.

                                      - 6 -
<Page>

     1.31   "EXPIRATION DATE" shall mean the date on which the Term shall
expire.

     1.32   "EXTENDED TERMS" shall have the meaning given such term in SECTION
2.4.

     1.33   "FF&E ESTIMATE" shall have the meaning given such term in SECTION
5.1.2 (c).

     1.34   "FF&E RESERVE" shall mean an interest-bearing account established
for funds to be held in reserve for Capital Replacements in Landlord's name at a
bank selected by Landlord.

     1.35   "FINANCIAL OFFICER'S CERTIFICATE" shall mean, as to any Person, a
certificate of the chief executive officer, chief financial officer or chief
accounting officer (or such officers' authorized designee) of such Person, duly
authorized, accompanying the financial statements required to be delivered by
such Person pursuant to SECTIONS 3.1.2 or 5.3, in which such officer shall
certify (a) that such statements have been properly prepared in accordance with
GAAP and are true, correct and complete in all material respects and fairly
present the consolidated financial condition of such Person at and as of the
dates thereof and the results of its and their operations for the periods
covered thereby, and (b) in the event that the certifying party is an officer of
Tenant and the certificate is being given in such capacity, certify that no
Event of Default has occurred and is continuing hereunder.

     1.36   "FISCAL MONTH" shall mean each calendar month in the Term or each
partial calendar month in the Term.

     1.37   "FISCAL YEAR" shall mean each calendar year in the Term and each
partial calendar year in the Term.

     1.38   "FIXED TERM" shall have the meaning given such term in SECTION 2.3.

     1.39   "FIXTURES" shall have the meaning given such term in SECTION 2.1(d).

     1.40   "GAAP" shall mean generally accepted accounting principles, as
adopted in the United States of America, consistently applied.

     1.41   "GOVERNMENT AGENCIES" shall mean any court, agency, authority, board
(including, without limitation, environmental protection, planning and zoning,
and the Puerto Rico Tourism

                                      - 7 -
<Page>

Company), bureau, commission, department, office or instrumentality of any
nature whatsoever of any governmental or quasi-governmental unit of the United
States, or any State, municipality, county or any political subdivision of any
of the foregoing, whether now or hereafter in existence, having jurisdiction
over Tenant or the Property or any portion thereof or the Hotel operated
thereon.

     1.42   "GUARANTOR" shall have the meaning given to the term "Guarantor"
under the Guaranty.

     1.43   "GUARANTY" shall mean the Guaranty Agreement of even date herewith
made by IHG for the benefit of, INTER ALIA, Landlord, as the same may be
amended, supplemented or replaced from time to time.

     1.44   "HAZARDOUS SUBSTANCES" shall mean any substance:

            (a) the presence of which requires or may hereafter require
     notification, investigation or remediation under Applicable Law; or

            (b) which is or becomes defined as a "hazardous waste," "hazardous
     material" or "hazardous substance" or "pollutant" or "contaminant" under
     Applicable Law including, without limitation, the Comprehensive
     Environmental Response, Compensation and Liability Act (42 U.S.C. Section
     9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C.
     Section 6901 et seq.) and the regulations promulgated thereunder; or

            (c) which is toxic, explosive, corrosive, flammable, infectious,
     radioactive, carcinogenic, mutagenic or otherwise hazardous and is or
     becomes regulated by any Government Agencies; or

            (d) the presence of which on the Property, or any portion thereof,
     causes or materially threatens to cause an unlawful nuisance upon the
     Property, or any portion thereof, or to adjacent properties or poses or
     materially threatens to pose a hazard to the Property, or any portion
     thereof, or to the health or safety of persons; or

            (e) without limitation, which contains gasoline, diesel fuel or
     other petroleum hydrocarbons or volatile organic compounds; or

                                      - 8 -
<Page>

            (f) without limitation, which contains polychlorinated biphenyls
     (PCBs) or asbestos or urea formaldehyde foam insulation; or

            (g) without limitation, which contains or emits radioactive
     particles, waves or material; or

            (h) without limitation, which constitutes materials that are now or
     may hereafter be subject to regulation pursuant to the Medical Waste
     Tracking Act of 1988 or any requirement promulgated by any Government
     Agencies.

     1.45   "HOTEL" shall mean the hotel being operated on the Property.

     1.46   "HOTEL MORTGAGE" shall mean any first mortgage, first deed-of-trust
or first deed to secure debt and other related security documents granted in
connection therewith now or hereafter granted by Landlord to secure a loan to,
or other debt of, Landlord or its Affiliated Persons which is made by an
institutional lender, investment bank, publicly traded investment fund or other
similar Person regularly making loans secured by hotels or incurred in
connection with the issuance of a mortgage backed security, which loan or debt
provides for (i) level payments of interest and principal and (ii) amortization
and other terms which are commercially reasonable.

     1.47   "HOTEL MORTGAGEE" shall mean the holder of the Hotel Mortgage.

     1.48   "IHG" shall mean InterContinental Hotels Group PLC, its successors
and assigns.

     1.49   "IMPOSITIONS" shall mean collectively, all taxes (including, without
limitation, all taxes imposed under the laws of any State, as such laws may be
amended from time to time, and all ad valorem, sales and use, or similar taxes
as the same relate to or are imposed upon Landlord (or its shareholders), Tenant
or the business conducted upon the Property), assessments (including, without
limitation, all assessments for public improvements or benefit, whether or not
commenced or completed prior to the date hereof), water, sewer or other rents
and charges, excises, tax levies, fees (including, without limitation, license,
volume of business taxes, permit, inspection, authorization and similar fees),
and all other governmental charges, in each case whether general or special,
ordinary or extraordinary, or foreseen or unforeseen, of every character in
respect of the Property or the business conducted

                                      - 9 -
<Page>

thereon by Tenant (including all interest and penalties thereon due to any
failure in payment by Tenant), which at any time prior to, during or in respect
of the Term hereof may be assessed or imposed on or in respect of or be a lien
upon (a) Landlord's interest in the Property, (b) the Property or any part
thereof or any rent therefrom or any estate, right, title or interest therein,
or (c) any occupancy, operation, use or possession of, or sales from, or
activity conducted on, or in connection with the Property or the leasing or use
of the Property or any part thereof by Tenant; PROVIDED, HOWEVER, the term
"Impositions" shall not include (i) Landlord's Taxes or (ii) any construction
license tax or excise tax attributable to items to be used in or with respect to
Capital Replacements which shall be a part of the cost of Capital Replacements.

     1.50   "INSURANCE REQUIREMENTS" shall mean all terms of any insurance
policy required by this Agreement and all requirements of the issuer of any such
policy and all orders, rules and regulations and any other requirements of the
National Board of Fire Underwriters (or any other body exercising similar
functions) binding upon Landlord, Tenant or the Property.

     1.51   "INTEREST RATE" shall mean a rate, not to exceed the maximum legal
interest rate, equal to the greater of (i) twelve percent (12%) per annum and
(ii) two and one-half percent (2.5%) per annum in excess of the Disbursement
Rate determined as of the first day that interest accrues on any amount to which
such Interest Rate is to be applied.

     1.52   "LAND" shall have the meaning given such term in SECTION 2.1(a).

     1.53   "LANDLORD" shall have the meaning given such term in the preambles
to this Agreement and shall also include its permitted successors and assigns.

     1.54   "LANDLORD LIENS" shall mean liens on or against the Property or any
payment of Rent (a) which result from any act of, or any Claim against, Landlord
or any owner of a direct or indirect interest in the Property, or which result
from any violation by Landlord of any terms of this Agreement or the Purchase
Agreement, or (b) which result from liens in favor of any taxing authority by
reason of any tax owed by Landlord or any fee owner of a direct or indirect
interest in the Property; PROVIDED, HOWEVER, that "LANDLORD LIENS" shall not
include any lien resulting from any tax for which Tenant is obligated to pay or
indemnify Landlord against until such time as Tenant shall

                                     - 10 -
<Page>

have already paid to or on behalf of Landlord the tax or the required indemnity
with respect to the same.

     1.55   "LANDLORD'S TAXES" shall mean any of the following, collectively,
(a) any tax based on net income imposed on Landlord or its shareholders, (b) any
gross or net revenue tax of Landlord or its shareholders, (c) any transfer fee
or other tax imposed with respect to the sale, exchange or other disposition by
Landlord of the Property or the proceeds thereof, (d) any single business tax,
gross receipts tax (including, without limitation, the Puerto Rico municipal
license tax), transaction privilege, rent, franchise, capital stock or similar
taxes as the same relate to or are imposed upon Landlord or its shareholders,
(e) any interest or penalties imposed on Landlord as a result of the failure of
Landlord to file any return or report timely and in the form prescribed by law
or to pay any tax or imposition, except to the extent such failure is a result
of a breach by Tenant of its obligations pursuant to SECTION 3.1.3, (f) any
impositions that are enacted or adopted by their express terms as a substitute
for any tax that would not have been payable by Tenant pursuant to the terms of
this Agreement or (g) any impositions imposed as a result of a breach of
covenant or representation by Landlord in any agreement governing Landlord's
conduct or operation or as a result of the gross negligence or willful
misconduct of Landlord; PROVIDED, HOWEVER, the term Landlord Taxes shall not
include any construction license tax or excise tax attributable to items to be
used in or with respect to Capital Replacements which shall be a part of the
cost of Capital Replacements.

     1.56   "LEASE YEAR" shall mean any Fiscal Year or portion thereof,
commencing with the 2005 Fiscal Year, during the Term.

     1.57   "LEASED IMPROVEMENTS" shall have the meaning given such term in
SECTION 2.1(b).

     1.58   "LEASED INTANGIBLE PROPERTY" shall mean the following items of
intangible property: all hotel licensing agreements and other service contracts,
equipment leases, booking agreements and other arrangements or agreements
affecting the ownership, repair, maintenance, management, leasing or operation
of the Property to which Landlord is a party; all books, records and files
relating to the leasing, maintenance, management or operation of the Property
belonging to Landlord; all transferable or assignable permits, certificates of
occupancy, operating permits, sign permits, development rights and approvals,
certificates, licenses, warranties and guarantees, rights to deposits, trade
names, service marks, telephone

                                     - 11 -
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exchange numbers identified with the Property, and all other transferable
intangible property, miscellaneous rights, benefits and privileges of any kind
or character belonging to Landlord with respect to the Property other than
liquor licenses; provided, however, that "Leased Intangible Property" shall not
include items that are acquired by Tenant on and after the date hereof or owned
by Tenant before the date hereof, in either case to the extent not conveyed to
Landlord.

     1.59   "LEASED PERSONAL PROPERTY" shall have the meaning given such term in
SECTION 2.1(e).

     1.60   "LIEN" shall mean any mortgage, security interest, pledge,
collateral assignment, or other encumbrance, lien or charge of any kind, or any
transfer of property or assets for the purpose of subjecting the same to the
payment of indebtedness or performance of any other obligation in priority to
payment of its general creditors.

     1.61   "MANAGED HOTELS" has the meaning given to the term "Hotels" in the
New Management Agreement.

     1.62   "MATERIAL REPAIR" shall mean a repair the cost of which exceeds
$250,000; PROVIDED, HOWEVER, on January 1 of each year starting in 2006, said
$250,000 shall be adjusted to reflect the percentage change in the Consumer
Price Index since the prior January 1.

     1.63   "MINIMUM RENT" shall mean (i) for the period prior to January 1,
2006, an annual amount equal to Five Million Eight Hundred Twelve Thousand Five
Hundred Dollars ($5,812,500), and (ii) for the period after January 1, 2006, an
annual amount equal to Six Million One Hundred Thirty-One Thousand Two Hundred
Fifty Dollars ($6,131,250).

     1.64   "NEW MANAGEMENT AGREEMENT" has the meaning given such term in the
Guaranty.

     1.65   "NOI" shall mean, with respect to any property, for any period, the
Gross Operating Profit (as defined in the Uniform System of Accounts) of such
property for such period net of, for such period and such property, real and
personal property taxes and casualty and liability insurance premiums, an
imputed reserve for capital replacements equal to five percent (5%) of gross
revenues and an imputed management fee equal to three percent (3%) of gross
revenues.

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     1.66   "NOTICE" shall mean a notice given in accordance with SECTION 20.10.

     1.67   "OFFICER'S CERTIFICATE" shall mean a certificate signed by an
officer or other duly authorized individual of the certifying Entity duly
authorized by the board of directors or other governing body of the certifying
Entity.

     1.68   "OPERATING COSTS" shall mean, collectively, all reasonable and
customary costs and expenses of the Hotel that are normally charged as an
operating expense under GAAP including, without limitation or duplication:

     (a)     the cost of Inventories (as defined under the Uniform System of
             Accounts), wages, salaries and employee fringe benefits,
             advertising and promotional expenses, the cost of personnel
             training programs, utility and energy costs, operating licenses and
             permits, maintenance costs, and equipment rentals;

     (b)     all expenditures made for maintenance and repairs to keep the Hotel
             in good condition and repair (other than Capital Additions and
             other Capital Expenditures);

     (c)     premiums for insurance required under this Agreement;

     (d)     the System Fees;

     (e)     real estate and personal property taxes and expenses;

     (f)     audit, legal and accounting fees and expenses except to the extent
             Tenant is to reimburse Landlord therefor pursuant to SECTION 3.1.2
             (f);

     (g)     rent or lease payments under ground leases or for equipment used at
             the Hotel in the operation thereof; and

     (h)     Minimum Rent, Additional Rent and Additional Charges.

     Except as expressly provided herein, Operating Costs shall not include any
fees or charges payable to Tenant, Tenant Manager or any of their Affiliates or
any items corresponding to

                                     - 13 -
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exclusions from Total Hotel Sales (e.g., sales taxes) or items otherwise
expressly excluded from Operating Costs.

     1.69   "PARENT" shall mean, with respect to any Person, any Person which
owns directly, or indirectly through one or more Subsidiaries or Affiliated
Persons, fifty percent (50%) or more of the voting or beneficial interest in, or
otherwise has the right or power (whether by contract, through ownership of
securities or otherwise) to control, such Person.

     1.70   "PERMITTED ENCUMBRANCES" shall mean all rights, restrictions, and
easements of record set forth on Schedule B to the applicable owner's or
leasehold title insurance policy issued to Landlord or its Affiliate in
connection with the transactions contemplated by the Purchase Agreement with
respect to such Property, plus any other encumbrances as may be "Permitted
Encumbrances" under the Purchase Agreement or as may have been consented to in
writing by Landlord and Tenant from time to time.

     1.71   "PERMITTED USE" shall mean, with respect to the Property, any use of
such Property permitted pursuant to SECTION 4.1.1.

     1.72   "PERSON" shall mean any individual or Entity, and the heirs,
executors, administrators, legal representatives, successors and assigns of such
Person where the context so admits.

     1.73   "PLEDGED HOTELS" shall mean, with respect to any loan or other debt
secured by a Hotel Mortgage, collectively, the hotels which secure such loan or
other debt.

     1.74   "POOLED FF&E HOTEL" shall mean the Property and, so long as Landlord
and Portfolio Purchaser are Affiliates of each other, the Managed Hotels,
collectively.

     1.75   "PORTFOLIO MANAGER" shall have the meaning given to the term
"Manager" in the New Management Agreement and shall include the "Canadian
Manager" thereunder.

     1.76   "PORTFOLIO PURCHASER" shall have the meaning given to the term
"Purchaser" in the New Management Agreement.

     1.77   "PORTFOLIO OWNER" shall have the meaning given to the term "Owner"
under the New Management Agreement.

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     1.78   "PROPERTY" shall have the meaning given such term in SECTION 2.1.

     1.79   "PURCHASE AGREEMENT" shall mean that certain Amended and Restated
Stock Purchase Agreement pursuant to which an Affiliate of Landlord acquired the
stock of the corporation that owns the Hotel from an Affiliate of Tenant.

     1.80   "RECORDS" shall have the meaning given such term in SECTION 7.2.

     1.81   "RENT" shall mean, collectively, the Minimum Rent, Additional Rent
and Additional Charges.

     1.82   "REPAIRS" shall have the meaning given such term in SECTION 5.1.1.

     1.83   "SEC" shall mean the United States Securities and Exchange
Commission.

     1.84   "SPECIALLY DESIGNATED OR BLOCKED PERSON" shall mean (i) a Person
designated by the US Department of Treasury's Office of Foreign Assets Control
from time to time as a "specially designated national or blocked person" or
similar status, (ii) a Person described in Section 1 of the US Executive Order
13224, issued September 23, 2001, or (iii) a Person otherwise identified by
Government Agencies as a person or entity with which Landlord or Tenant is
prohibited from transacting business. As of the Commencement Date, a list of
such designations and the text of the Executive Order are published at:
www.ustreas.gov/offices/enforcement/ofac.

     1.85   "STATE" shall mean the Commonwealth of Puerto Rico.

     1.86   "SUBSIDIARY" shall mean, with respect to any Person, any Entity (a)
in which such Person owns directly, or indirectly through one or more
Subsidiaries, twenty percent (20%) or more of the voting or beneficial interest
or (b) which such Person otherwise has the right or power to control (whether by
contract, through ownership of securities or otherwise).

     1.87   "SUCCESSOR LANDLORD" shall have the meaning given such term in
SECTION 19.1.

     1.88   "SYSTEM FEES" shall mean a reservation and marketing fee of three
percent (3.0%) of rooms revenue, (ii) a Priority Club Fee of four and
three-quarters percent (4.75%) of all qualifying folio revenue at a Hotel to
Priority Club (i.e., the

                                     - 15 -
<Page>

loyalty program of the "INTERCONTINENTAL" brand) members, (iii) a Technology Fee
equal to $10.80 per guest room per month, (iv) an e-mail service fee equal to
$15.00 per e-mail user per month and (v) an accounting fee of $15.00 per month
per guest room, which fees shall be subject to increases on the terms and
conditions that the corresponding fees under the New Management Agreement are
subject to increase thereunder.

     1.89   "TAX EXEMPTION DECREE" shall mean the concession dated December 15,
2004 and issued by the Puerto Rico Tourism Company to Landlord (or its
predecessor in name), as the same may be amended, replaced, renewed, split,
bifurcated and/or supplemented from time to time.

     1.90   "TENANT" shall have the meaning given such term in the preambles to
this Agreement and shall also include its permitted successors and assigns.

     1.91   "TENANT MANAGEMENT AGREEMENT" shall mean any management agreement
entered into by Tenant with respect to all or any portion of the Property,
together with all amendments, modifications and supplements thereto.

     1.92   "TENANT MANAGER" shall mean any manager under a Tenant Management
Agreement.

     1.93   "TENANT'S PERSONAL PROPERTY" shall mean all motor vehicles and
consumable inventory and supplies, furniture, furnishings, movable walls and
partitions, equipment and machinery and all other tangible personal property of
Tenant, if any, acquired by Tenant on and after the date hereof or owned by
Tenant before the date hereof (in each case, if not conveyed to Landlord), and
located at the Property or used in Tenant's business at the Property and all
modifications, replacements, alterations and additions to such personal property
installed at the expense of Tenant, other than any items included within the
definition of Fixtures or Leased Personal Property or which are to be paid for
with amounts in the FF&E Reserve.

     1.94   "TERM" shall mean, collectively, the Fixed Term and the Extended
Terms, to the extent properly exercised pursuant to the provisions of SECTION
2.4, unless sooner terminated pursuant to the provisions of this Agreement.

     1.95   "TOTAL HOTEL SALES" shall mean for any period all revenues and
receipts of any nature derived directly or indirectly from the Hotel or from the
use or operation thereof, including, without limitation, room sales; food and
beverage

                                     - 16 -
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sales; gaming revenues determined in accordance with industry standards;
telephone, telegraph, fax and internet revenues; rental or other payments from
lessees, sublessees, concessionaires and others occupying or using space or
rendering services at the Hotel (but not the gross receipts of such lessees,
sublessees or concessionaires); and the actual cash proceeds of business
interruption, use, occupancy or similar insurance; PROVIDED, HOWEVER, that Total
Hotel Sales shall not include the following (and there shall be appropriate
deductions made in determining Total Hotel Sales for): gratuities or service
charges in the nature of a gratuity added to a customer's bill; federal, State
or municipal excise, value added, sales or use taxes, room taxes, or any other
taxes collected directly from patrons or guests or included as part of the sales
price of any goods or services; the State's share of slot machine revenue at the
Hotel; interest received or accrued with respect to the funds in the FF&E
Reserve; any refunds, rebates, discounts and credits of a similar nature, given,
paid or returned in the course of obtaining Total Hotel Sales or components
thereof; insurance proceeds (other than proceeds from business interruption or
other loss of income insurance); condemnation proceeds (other than for a
temporary taking); credits or refunds made to customers, guests or patrons; sums
and credits received by Landlord for lost or damaged merchandise; proceeds from
the sale or other disposition of the Hotel, any part thereof, of FF&E or any
other assets of the Hotel; or proceeds of any financing or re-financing; and any
other matters specifically excluded from Total Hotel Sales pursuant to this
Agreement.

     1.96   "UNIFORM SYSTEM OF ACCOUNTS" shall mean the Uniform System of
Accounts for the Lodging Industry, Ninth Revised Edition, 1996, as published by
the Educational Institute of the American Hotel and Motel Association, as it may
be amended from time to time.

     1.97   "UNSUITABLE FOR ITS PERMITTED USE" shall mean a state or condition
of the Hotel such that (a) following any damage or destruction to the Hotel, the
Hotel cannot be operated in the good faith judgment of Tenant or Landlord on a
commercially practicable basis and it cannot reasonably be expected to be
restored to substantially the same condition as existed immediately before such
damage or destruction and otherwise as required under SECTION 10.2.4 hereof,
within twelve (12) months following such damage or destruction or such shorter
period of time as to which business interruption insurance is available to cover
Rent and other costs related to the Hotel

                                     - 17 -
<Page>

following such damage or destruction, or (b) as the result of a partial taking
by Condemnation, the Hotel cannot be operated, in the good faith judgment of
Tenant or Landlord, on a commercially practicable basis in light of then
existing circumstances.

     1.98   "WORK" shall have the meaning given such term in SECTION 10.2.4.

                                    ARTICLE 2

                                PROPERTY AND TERM

     2.1    PROPERTY. Upon and subject to the terms and conditions hereinafter
set forth, Landlord leases to Tenant and Tenant leases from Landlord all of
Landlord's right, title and interest in and to all of the following,
collectively, the "PROPERTY"):

            (a) those certain tracts, pieces and parcels of land, as more
     particularly described in EXHIBIT A attached hereto and made a part hereof
     (the "LAND");

            (b) all buildings, structures and other improvements of every kind
     including, but not limited to, alleyways and connecting tunnels, sidewalks,
     utility pipes, conduits and lines (on-site and off-site), parking areas and
     roadways appurtenant to such buildings and structures presently situated
     upon the Land (collectively, the "LEASED IMPROVEMENTS");

            (c) all easements, rights and appurtenances relating to the Land and
     the Leased Improvements;

            (d) all equipment, machinery, fixtures, and other items of property,
     now or hereafter permanently affixed to or incorporated into the Leased
     Improvements, including, without limitation, all furnaces, boilers,
     heaters, electrical equipment, heating, plumbing, lighting, ventilating,
     refrigerating, incineration, air and water pollution control, waste
     disposal, air-cooling and air-conditioning systems and apparatus, sprinkler
     systems and fire and theft protection equipment, all of which, to the
     maximum extent permitted by law, are hereby deemed by the parties hereto to
     constitute real estate, together with all replacements, modifications,
     alterations and additions thereto, but specifically excluding all items
     included within the category of Tenant's Personal Property (collectively,
     the "FIXTURES");

                                     - 18 -
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            (e) all machinery, equipment, furniture, furnishings, moveable walls
     or partitions, computers or trade fixtures or other personal property of
     any kind or description used or useful in Tenant's business on or in the
     Leased Improvements, and located on or in the Leased Improvements, and all
     modifications, replacements, alterations and additions to such personal
     property, except items, if any, included within the category of Fixtures,
     but specifically excluding all items included within the category of
     Tenant's Personal Property (collectively, the "LEASED PERSONAL PROPERTY");

            (f) all of the Leased Intangible Property; and

            (g) any and all leases of space in the Leased Improvements.

     2.2    CONDITION OF PROPERTY. Tenant acknowledges receipt and delivery of
possession of the Property and Tenant accepts the Property in its "as is"
condition, subject to the rights of parties in possession, the existing state of
title, including all covenants, conditions, restrictions, reservations, mineral
leases, easements and other matters of record or that are visible or apparent on
the Property, all Applicable Law, and such other matters which would be
disclosed by an inspection of the Property and the record title thereto or by an
accurate survey thereof. TENANT REPRESENTS THAT IT HAS INSPECTED THE PROPERTY
AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS
NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORD'S AGENTS
OR EMPLOYEES WITH RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST
LANDLORD IN RESPECT OF THE CONDITION OF THE PROPERTY. LANDLORD MAKES NO WARRANTY
OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE PROPERTY OR ANY PART
THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY
PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR
WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE
TO BE BORNE BY TENANT. Tenant knowingly and expressly waives the warranties
against latent and hidden defects implied by the Civil Code of Puerto Rico upon
lessors of real property with respect to the lease of real property, including,
but not limited to warranties for hidden defects implied under Articles 1363(2)
and 1373 of the Civil Code of Puerto Rico.

     2.3    FIXED TERM. The initial term of this Agreement (the "FIXED TERM")
shall commence on the Commencement Date and shall expire December 31, 2029.

                                     - 19 -
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     2.4    EXTENDED TERM. Provided the term of the New Management Agreement is
simultaneously extended in accordance with the terms of the New Management
Agreement, the Term may be extended, at Tenant's option, for up to two (2)
consecutive periods (collectively, the "EXTENDED TERMS") of fifteen (15) years
each pursuant to a written notice to Landlord given at least two (2) years prior
to the then Expiration Date. If Tenant fails to give notice of its election not
to exercise either of its options to extend the Term on or before the date which
is the day prior to the date that is two (2) years prior to the then Expiration
Date or if the Portfolio Manager fails to give notice of its election not to
exercise either of its options to extend the term of the New Management
Agreement on or before the date which is the day prior to the date that is two
(2) years prior to the then Expiration Date, Tenant shall be deemed to have
exercised the applicable extension option.

     Each Extended Term shall commence on the day succeeding the expiration of
the Fixed Term or the preceding Extended Term, as the case may be. All of the
terms, covenants and provisions of this Agreement shall apply to each such
Extended Term, except that Tenant shall have no right to extend the Term beyond
the expiration of the Extended Terms. If Tenant shall give Notice that it elects
not to extend the Term in accordance with this SECTION 2.4, this Agreement shall
automatically terminate at the end of the Term then in effect and Tenant shall
have no further option to extend the Term of this Agreement. Otherwise, the
extension of this Agreement shall be automatically effected without the
execution of any additional documents; it being understood and agreed, however,
that Tenant and Landlord shall execute such documents and agreements as either
party shall reasonably require to evidence the same.

     If Tenant gives notice of its election not to extend the Term or if the
Portfolio Manager gives notice of its election not to extend the term of the New
Management Agreement, or if Tenant shall have no further right to extend the
Term, then at any time during the last two years of the Term, Landlord may
terminate this Agreement and the Term on not less than thirty (30) days' prior
written notice.

                                    ARTICLE 3

                                      RENT

     3.1    RENT. Tenant shall pay, in lawful money of the United States of
America which shall be legal tender for the payment of public and private debts,
without offset, abatement, demand or

                                     - 20 -
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deduction (unless otherwise expressly provided in this Agreement), Minimum Rent
and Additional Rent to Landlord and Additional Charges to the party to whom such
Additional Charges are payable, during the Term. All payments to Landlord shall
be made by wire transfer of immediately available federal funds or by other
means acceptable to Landlord in its sole discretion. Rent for any partial Fiscal
Month shall be prorated on a per diem basis.

            3.1.1 MINIMUM RENT.

            (a) PAYMENTS. Minimum Rent shall be paid in advance on the first
     Business Day of each Fiscal Month; PROVIDED, HOWEVER, that the first
     payment of Minimum Rent shall be payable on the Commencement Date (and, if
     applicable, such payment shall be prorated as provided in the last sentence
     of the first paragraph of SECTION 3.1).

            (b) ADJUSTMENTS OF MINIMUM RENT FOLLOWING DISBURSEMENTS UNDER
     SECTIONS 5.1.3 (b), 10.2.3 or 11.2. Effective on the date of each
     disbursement to pay for the cost of any repairs, maintenance, renovations
     or replacements pursuant to SECTIONS 5.1.3 (b), 10.2.3 or 11.2, the annual
     Minimum Rent shall be increased by a PER ANNUM amount equal to the
     Disbursement Rate times the amount so disbursed. If any such disbursement
     is made during any month on a day other than the first Business Day of a
     Fiscal Month, Tenant shall pay to Landlord on the first Business Day of the
     immediately following Fiscal Month (in addition to the amount of Minimum
     Rent payable with respect to such Fiscal Month, as adjusted pursuant to
     this paragraph (b)) the amount by which Minimum Rent for the preceding
     Fiscal Month, as adjusted for such disbursement on a per diem basis,
     exceeded the amount of Minimum Rent paid by Tenant for such preceding
     Fiscal Month.

            3.1.2 ADDITIONAL RENT.

            (a) AMOUNT. Tenant shall pay additional rent ("ADDITIONAL RENT")
     with respect to the Property with respect to each Lease Year beginning with
     the 2007 Lease Year, in an amount, not less than zero, equal to seven and
     one-half percent (7.5%) of Excess Total Hotel Sales for such Property.

            (b) FISCAL MONTH INSTALLMENTS. Installments of Additional Rent for
     each Lease Year or portion thereof

                                     - 21 -
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     shall be calculated and paid with respect to each Fiscal Month in arrears
     on the twenty-fifth day of the succeeding Fiscal Month, based on Total
     Hotel Sales for the year-to-date as of the last day of the preceding month
     and the Total Hotel Sales for the year-to-date for the corresponding period
     during the Base Year. On or before the twenty-fifth (25th) day after the
     end of each Fiscal Month, Tenant shall furnish Landlord with detailed
     operating statements setting forth the results of operations at the Hotel
     with respect to such month and year-to-date showing Total Hotel Sales,
     rooms revenues, revenue per available room, occupancy percentage and
     average daily rate, Operating Costs, deposits to, and expenditures from,
     the FF&E Reserve and Additional Rent together with a Financial Officer's
     Certificate. Such statements may be provided electronically to Landlord.

            (c) YEAR END STATEMENTS. Not less than ten (10) days prior to the
     date on which Landlord or any of its Affiliates are required to file
     audited financial statements with the SEC (but in all events on or before
     February 15 of each year), Tenant shall deliver to Landlord a Financial
     Officer's Certificate setting forth for the prior Lease Year Total Hotel
     Sales, Operating Costs, the calculation of Additional Rent and deposits to,
     and expenditures from, the FF&E Reserve together with an Agreed Upon
     Procedure Letter with respect thereto. The cost of obtaining such letter
     shall be an Operating Cost.

            (d) RECONCILIATION. If any amounts due to Landlord as shown in a
     Financial Officer's Certificate or audit provided pursuant to SECTIONS
     3.1.2 (f) or 5.3 exceed the amounts previously paid with respect thereto to
     Landlord, Tenant shall pay such excess to Landlord at such time as the
     Financial Officer's Certificate or audit is delivered, together with
     interest at the Interest Rate from the date due. (Any such interest which
     accrues after the day that is ten (10) Business Days after the date on
     which such Financial Officer's Certificate is delivered or is due and any
     such interest which results from Tenant's willful understatement of amounts
     due to Landlord shall not be Operating Costs.) If Additional Rent due as
     shown in a Financial Officer's Certificate or audit is less than the amount
     previously paid with respect thereto to Landlord, Landlord shall be
     entitled to retain the same but Tenant shall be credited such overpayment
     against the next installment of Additional Rent. In no event shall (i) any

                                     - 22 -
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     amount previously deposited in the FF&E Reserve be withdrawn therefrom or
     (ii) the amount of Minimum Rent be subject to adjustment pursuant to this
     SECTION 3.1.2 (d).

            (e) ADDITIONAL INFORMATION. In addition, Tenant shall provide
     Landlord with information relating to the Hotel, Tenant and its Affiliates
     that (i) may be required in order for Landlord or its Affiliates to prepare
     financial statements in accordance with GAAP or to comply with Applicable
     Law including, without limitation, any applicable tax or securities laws
     and regulations and the SEC's interpretation thereof, (ii) may be required
     for Landlord or any of its Affiliates to prepare tax returns, or (iii) is
     of the type that Tenant or its Affiliated Persons customarily prepares for
     other hotel owners or itself.

            (f) AUDIT. At Landlord's election and at Landlord's cost except as
     otherwise provided herein, a certified audit of the Hotel's operations may
     be performed annually, and after the Expiration Date, by a nationally
     recognized, independent certified public accounting firm appointed by
     Landlord. In the event that Landlord elects to have such an audit
     performed, Landlord must give notice of its election within twelve (12)
     months after its receipt of the applicable year-end Financial Officer's
     Certificate corresponding to such Lease Year and given pursuant to SECTION
     3.1.2 (c). Any dispute concerning the correctness of an audit shall be
     settled by Arbitration. Tenant shall pay the cost of any audit revealing an
     understatement of Additional Rent by more than three percent (3%) in the
     aggregate, and such cost shall not be an Operating Cost. In the event that
     either no notice of audit is given within said twelve (12) months, or no
     audit is in fact commenced within eighteen (18) months after receipt of
     such year-end Financial Officer's Certificate, such operating statement
     will constitute the final statement for that Fiscal Year, deemed to have
     been approved by Landlord.

            (g) In the event that this Agreement is terminated by Landlord
     pursuant to SECTION 12.1, then all of Tenant's Personal Property shall
     immediately and automatically be transferred to Landlord and become,
     without the requirement of any action or undertaking by any party,
     Landlord's sole property and shall remain upon the Property and/or the
     Hotel and be surrendered with the Property and/or the Hotel without
     disturbance, molestation or injury.

                                     - 23 -
<Page>

            (h) SURVIVAL. The terms of this SECTION 3.1.2 shall survive the
     expiration or earlier termination of the Term.

            3.1.3 ADDITIONAL CHARGES. In addition to the Minimum Rent and
Additional Rent payable hereunder, Tenant shall pay, or cause to be paid, to the
appropriate parties and discharge as and when due and payable the following
(collectively, "ADDITIONAL CHARGES"):

            (a) IMPOSITIONS. Subject to ARTICLE 8 relating to permitted
     contests, all Impositions before any fine, penalty, interest or cost (other
     than any opportunity cost as a result of a failure to take advantage of any
     discount for early payment) may be added for non-payment, such payments to
     be made directly to the taxing authorities (or other payees) where
     feasible, and shall promptly, upon request, furnish to Landlord copies of
     official receipts or other reasonably satisfactory proof evidencing such
     payments. If any such Imposition may, at the option of the taxpayer,
     lawfully be paid in installments (whether or not interest shall accrue on
     the unpaid balance of such Imposition), Tenant may exercise the option to
     pay the same (and any accrued interest on the unpaid balance of such
     Imposition) in installments and, in such event, shall pay such installments
     during the Term as the same become due and before any fine, penalty,
     premium, further interest or cost may be added thereto. Where Tenant's
     direct payment of Impositions (and the filings therefor) are not feasible,
     Landlord shall cooperate with Tenant to effect the payment of such
     Impositions (and make the filings therefor), it being understood that the
     amount of any such Imposition remains Tenant's responsibility and Landlord
     is only cooperating to assist in remitting such amount; Tenant, at its
     expense, shall to the extent required or permitted by Applicable Law,
     prepare and file all other tax returns and reports in respect of any other
     Imposition as may be required. Landlord shall, at its expense and to the
     extent required or permitted by Applicable Law, prepare and duly and timely
     file all tax returns and pay all taxes due in respect of Landlord's Taxes
     (other than those with respect to Impositions) as may be required by
     Government Agencies, so as to avoid the imposition of any fine, penalty,
     interest or cost (other than any opportunity cost as a result of a failure
     to take advantage of any discount for early payment). Provided no Event of
     Default shall have occurred and be continuing, notwithstanding any
     provision

                                     - 24 -
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     of this agreement or any other agreement including, without limitation, the
     Purchase Agreement, to the contrary, if any refund shall be due from any
     taxing authority in respect of any Imposition paid by Tenant, the same
     shall be paid over to or retained by Tenant. Landlord and Tenant shall,
     upon request of the other, provide such data as is maintained by the party
     to whom the request is made with respect to the Property as may be
     necessary to prepare any required returns and reports. In the event
     Government Agencies classify the Property covered by this Agreement as
     personal property, Tenant shall file all personal property tax returns in
     such jurisdictions where it may legally so file. Each party shall, to the
     extent it possesses the same, provide the other, upon request, with cost
     and depreciation records necessary for filing returns for the Property so
     classified as personal property. Where Landlord is legally required to file
     personal property tax returns for property covered by this Agreement,
     Landlord shall provide Tenant with copies of assessment notices in
     sufficient time for Tenant to file a protest. All Impositions assessed
     against such personal property shall be (irrespective of whether Landlord
     or Tenant shall file the relevant return) paid by Tenant not later than the
     last date on which the same may be made without interest or penalty,
     subject to the provisions of ARTICLE 8. Landlord and Tenant shall, upon the
     other's request, consult with each other in order to avoid the imposition
     of withholding taxes upon either party, the Property or otherwise
     concerning the operation thereof.

            Landlord shall give prompt Notice to Tenant of all Impositions
     payable by Tenant hereunder of which Landlord at any time has knowledge;
     PROVIDED, HOWEVER, that Landlord's failure to give any such notice shall in
     no way diminish Tenant's obligation hereunder to pay such Impositions. To
     the extent Landlord is legally required to file a tax return for an
     Imposition and Tenant is not permitted under Applicable Law to make such
     filing, Landlord shall provide Tenant with a copy of the return in
     sufficient time for Tenant to pay the Imposition; PROVIDED, HOWEVER, that
     Landlord's failure to provide such copy shall in no way diminish Tenant's
     obligation hereunder to pay such Impositions.

            (b) UTILITY CHARGES. All charges for electricity, power, gas, oil,
     water and other utilities used in connection with the Property.

                                     - 25 -
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            (c) INSURANCE PREMIUMS. All premiums for the insurance coverage
     required to be maintained pursuant to ARTICLE 9.

            (d) OTHER CHARGES. All other amounts, liabilities and obligations,
     including, without limitation, all amounts payable under any equipment
     leases and all agreements to indemnify Landlord under SECTIONS 4.3.2 and
     9.7.

            (e) TAX EXEMPTION DECREE EXPENDITURES. Notwithstanding any provision
     of this Agreement or any other agreement including, without limitation, the
     Purchase Agreement, to the contrary, any amounts required to be expended or
     invested under any of the Tax Exemption Decree, the Puerto Rico Tourism
     Development Act of 1993 or the regulations thereunder on (i) promotion,
     publicity, marketing for the Hotel; (ii) compliance with adequate safety,
     health, sanitation and protection standards for guests at the Hotel; (iii)
     personnel training and retraining; (iv) handicapped facilities for the
     Hotel; (v) conservation, improvement and maintenance of the Hotel and of
     the environmental and aesthetic infrastructure; or (vi) any similar
     purposes or activity. If the Tax Exemption Decree, the Puerto Rico Tourism
     Development Act of 1993 or the regulations thereunder preclude Tenant from
     complying with the terms of the foregoing, then Landlord and Tenant shall
     negotiate in good faith an amendment to this Agreement to deal with such
     eventuality with the intent that SECTION 3.3 be given full effect and that
     all Rents and other amounts payable by Tenant hereunder qualify as "rents
     from real property" within the meaning of Section 856(d) of the Code.
     Nothing contained in this SECTION 3.1.3 (e) is intended to, nor shall,
     limit Tenant's rights under SECTIONS 5.1.2 OR 5.1.3.

            3.1.4 REIMBURSEMENT FOR ADDITIONAL CHARGES. If Tenant pays or causes
to be paid property taxes or similar or other Additional Charges attributable to
periods after the end of the Term, whether upon expiration or sooner termination
of this Agreement (other than termination by reason of an Event of Default),
Tenant may, within a reasonable time after the end of the Term, provide Notice
to Landlord of its estimate of such amounts. Landlord shall promptly reimburse
Tenant for all payments of such taxes and other similar Additional Charges that
are attributable to any period after the Term of this Agreement.

     3.2    LATE PAYMENT OF RENT, ETC. If any installment of Minimum Rent shall
not be paid within twenty-five (25) days

                                     - 26 -
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after its due date or if any Additional Rent or Additional Charges (but only as
to those Additional Charges which are payable directly to Landlord) shall not be
paid within ten (10) days after its due date, Tenant shall pay Landlord, on
demand, as Additional Charges, a late charge (to the extent permitted by law)
computed at the Interest Rate on the amount of such installment, from the due
date of such installment to the date of payment thereof.

     In the event of any failure by Tenant to pay any Additional Charges when
due, Tenant shall promptly pay and discharge, as Additional Charges, every fine,
penalty, interest and cost which is added for non-payment or late payment of
such items. Landlord shall have all legal, equitable and contractual rights,
powers and remedies provided either in this Agreement or by statute or otherwise
in the case of non-payment of the Additional Charges as in the case of
non-payment of the Minimum Rent and Additional Rent.

     3.3    NET LEASE. The Rent shall be absolutely net to Landlord so that this
Agreement shall yield to Landlord the full amount of the installments or amounts
of the Rent throughout the Term, subject to any other provisions of this
Agreement which expressly provide otherwise including any provisions for
adjustment or abatement of such Rent.

     3.4    NO TERMINATION, ABATEMENT, ETC. Except as otherwise specifically
provided in this Agreement, each of Landlord and Tenant, to the maximum extent
permitted by law, shall remain bound by this Agreement in accordance with its
terms and shall not take any action without the consent of the other to modify,
surrender or terminate this Agreement. In addition, except as otherwise
expressly provided in this Agreement, Tenant shall not seek, or be entitled to,
any abatement, deduction, deferment or reduction of the Rent, or set-off against
the Rent, nor shall the respective obligations of Landlord and Tenant be
otherwise affected by reason of: (a) any damage to or destruction of the
Property or any portion thereof from whatever cause or any Condemnation; (b) the
lawful or unlawful prohibition of, or restriction upon, Tenant's use of the
Property, or any portion thereof, or the interference with such use by any
Person or by reason of eviction by paramount title; (c) any claim which Tenant
may have against Landlord by reason of any default or breach of any warranty by
Landlord under this Agreement or any other agreement between Landlord and
Tenant, or to which Landlord and Tenant are parties; (d) any bankruptcy,
insolvency, reorganization, composition, readjustment, liquidation, dissolution,
winding up or other proceedings affecting Landlord

                                     - 27 -
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or any assignee or transferee of Landlord; or (e) any other cause whether
similar or dissimilar to any of the foregoing, except as otherwise specifically
provided in this Agreement.

     3.5    WAIVER. Tenant hereby waives all rights arising from any occurrence
whatsoever, which may now or hereafter be conferred upon it by law (a) to
modify, surrender or terminate this Agreement or quit or surrender the Property
or any portion thereof, or (b) which would entitle Tenant to any abatement,
reduction, suspension or deferment of the Rent or other sums payable or other
obligations to be performed by Tenant hereunder. The obligations of Tenant
hereunder shall be separate and independent covenants and agreements, and the
Rent and all other sums payable by Tenant hereunder shall continue to be payable
in all events unless the obligations to pay the same shall be terminated
pursuant to the express provisions of this Agreement.

                                    ARTICLE 4

                               USE OF THE PROPERTY

     4.1    PERMITTED USE.

            4.1.1 PERMITTED USE. Tenant shall, at all times during the Term,
subject to temporary periods for the repair of damage caused by casualty or
Condemnation, continuously use and operate the Property as full service luxury
resort hotel and casino and any uses incidental thereto. Tenant shall not use or
permit to be used the Property or any portion thereof for any other use without
the prior written consent of Landlord, which approval shall not be unreasonably
withheld, delayed or conditioned. Tenant shall not change the brand of the Hotel
without Landlord's prior written consent, it being agreed that, on the
Commencement Date, the Hotel shall be operated under the "INTERCONTINENTAL"
brand. No use shall be made or permitted to be made of the Property and no acts
shall be done thereon which will cause the cancellation of any insurance policy
covering such Property or any part thereof (unless another adequate policy is
available), nor shall Tenant sell or otherwise provide or permit to be kept,
used or sold in or about the Property any article which may be prohibited by law
or by the standard form of fire insurance policies, or any other insurance
policies required to be carried hereunder, or fire underwriter's regulations.
Tenant shall, at its sole cost, comply with all Insurance Requirements.

                                     - 28 -
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            4.1.2 NECESSARY APPROVALS. Tenant shall proceed with all due
diligence and exercise reasonable efforts to obtain and maintain all approvals
necessary to use and operate, for its Permitted Use, the Property and the Hotel
located thereon under Applicable Law.

            4.1.3 LAWFUL USE, ETC. Tenant shall not use or suffer or permit the
use of the Property or Tenant's Personal Property, if any, for any unlawful
purpose. Tenant shall not, and shall direct the Tenant Manager not to, commit or
suffer to be committed any waste on the Property, or in the Hotel, nor shall
Tenant cause or permit any unlawful nuisance thereon or therein. Tenant shall
not, and shall direct the Tenant Manager not to, suffer nor permit the Property,
or any portion thereof, to be used in such a manner as (i) may materially and
adversely impair Landlord's title thereto or to any portion thereof, or (ii) may
reasonably allow a claim or claims for adverse usage or adverse possession by
the public, as such, or of implied dedication of the Property or any portion
thereof.

     4.2    COMPLIANCE WITH LEGAL/INSURANCE REQUIREMENTS, ETC. Subject to the
provisions of ARTICLE 8 and SECTION 5.1.3 (b), Tenant, at its sole expense,
shall (i) comply with all Applicable Law and Insurance Requirements in respect
of the use, operation, maintenance, repair, alteration and restoration of the
Property and with the terms of any ground lease, sublease or parking lease
affecting the Property, (ii) perform all obligations of the landlord under any
sublease affecting the Property and (iii) procure, maintain and comply with all
licenses, permits and other authorizations and agreements required for any use
of the Property and Tenant's Personal Property, if any, then being made, and for
the proper erection, installation, operation and maintenance of the Property or
any part thereof.

     4.3    ENVIRONMENTAL MATTERS.

            4.3.1 RESTRICTION ON USE, ETC. During the Term and any other time
that Tenant shall be in possession of the Property, Tenant shall not store on,
release or spill upon, dispose of or transfer to or from the Property any
Hazardous Substance. During the Term and any other time that Tenant shall be in
possession of the Property, Tenant shall maintain (and shall direct the Tenant
Manager to maintain) the Property at all times free of any Hazardous Substance
except for those which are customarily used at other hotels like the Hotel and
are in compliance with all Environmental Laws. Tenant shall promptly: (a) upon
receipt of notice or knowledge and shall direct the

                                     - 29 -
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Tenant Manager upon receipt of notice or knowledge promptly to, notify Landlord
in writing of any material change in the nature or extent of Hazardous
Substances at the Property, (b) transmit to Landlord a copy of any report which
is required to be filed with respect to the Property pursuant to the Emergency
Planning and Community Right-to-Know Act or any other Environmental Law, (c)
transmit to Landlord copies of any citations, orders, notices or other
governmental communications received by Tenant or its agents or representatives
with respect to Hazardous Substances or violations or alleged violations of
Environmental Law (collectively, an "ENVIRONMENTAL NOTICE"), which Environmental
Notice requires a written response or any action to be taken and/or if such
Environmental Notice gives notice of and/or presents a material risk of any
material violation of any Environmental Law and/or presents a material risk of
any material cost, expense, loss or damage, (d) subject to the provisions of
ARTICLE 8, observe and comply with all Environmental Laws relating to the use,
storage, maintenance and disposal of Hazardous Substances and all orders or
directives from any official, court or agency of competent jurisdiction relating
to the use, storage or maintenance or requiring the removal, treatment,
containment or other disposition of Hazardous Substances, and (e) pay or
otherwise dispose of any fine, charge or Imposition related to Hazardous
Substances or violations of Environmental Law.

     If, at any time prior to the termination of this Agreement, Hazardous
Substances (other than those permitted under this Agreement) are discovered on
the Property, Tenant shall take all actions and incur any and all expenses, as
are required by any Governmental Agency and by Environmental Law, (i) to clean
up and remove from and about the Property all Hazardous Substances thereon, (ii)
to contain and prevent any further discharge, release or threat of discharge or
release of Hazardous Substances on or about the Property and (iii) to use good
faith efforts to eliminate any further discharge, release or threat of discharge
or release of Hazardous Substances on or about the Property.

            4.3.2 INDEMNIFICATION OF LANDLORD. Tenant shall protect, indemnify
and hold harmless Landlord and each Hotel Mortgagee, their trustees, officers,
agents, employees and beneficiaries, and any of their respective successors or
assigns with respect to this Agreement (collectively, the "INDEMNITEES" and,
individually, an "INDEMNITEE") for, from and against any and all debts, liens,
claims, obligations, liabilities, sanctions, losses, causes of action,
administrative orders or

                                     - 30 -
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notices, costs, fines, penalties or expenses (including, without limitation,
reasonable attorney's and technical consultant's fees and expenses) imposed
upon, incurred by or asserted against any Indemnitee resulting from, either
directly or indirectly, the presence during the Term (or any other time Tenant
shall be in possession of the Property) in, upon, over or under the Land, soil,
surface water or ground water of the Property or any properties surrounding the
Property of any Hazardous Substances in violation of any Environmental Law or
otherwise. Tenant's duty herein includes, but is not limited to, costs
associated with personal injury or property damage claims as a result of the
presence prior to the expiration or sooner termination of the Term and the
surrender of the Property to Landlord in accordance with the terms of this
Agreement of Hazardous Substances in, upon, over or under the Land, soil,
surface water or ground water of the Property in violation of any Environmental
Law or otherwise. Upon Notice from Landlord or any other of the Indemnitees,
Tenant shall undertake the defense, at Tenant's sole cost and expense, of any
indemnification duties set forth herein, in which event Tenant shall not be
liable for payment of any duplicative attorneys' fees incurred by any
Indemnitee.

     Tenant shall, upon demand, pay to Landlord, as an Additional Charge, any
cost, expense, loss or damage (including, without limitation, reasonable
attorneys' fees) incurred by Landlord and arising from a failure of Tenant to
observe and perform the requirements of this SECTION 4.3, which amounts shall
bear interest from the date incurred until paid by Tenant to Landlord at the
Interest Rate.

            4.3.3 SURVIVAL. The provisions of this SECTION 4.3 shall survive the
expiration or sooner termination of this Agreement.

                                    ARTICLE 5

                             MAINTENANCE AND REPAIRS

     5.1    MAINTENANCE AND REPAIR.

            5.1.1 TENANT'S GENERAL OBLIGATIONS. Subject to SECTION 6.1 hereof,
Tenant shall, at its sole cost and expense (except as expressly provided in
SECTION 5.1.3 (b)), keep the Property and all private roadways, sidewalks and
curbs appurtenant thereto (and Tenant's Personal Property) in good order and
repair, reasonable wear and tear excepted (whether or not the need for such
repairs occurs as a result of Tenant's

                                     - 31 -
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use, any prior use, Insurance Requirements, the elements or the age of the
Property or Tenant's Personal Property or any portion thereof), and shall
promptly make all repairs, corrections, maintenance, alterations, improvements,
renovations, installations, renewals and additions (collectively, "REPAIRS")
thereto of every kind and nature, whether interior or exterior, structural or
nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by
reason of a condition existing prior to the commencement of the Term (concealed
or otherwise). All Repairs shall be made in a good, workmanlike manner,
consistent with industry standards for like hotels and casinos in like locales,
in accordance with all applicable federal, State, territorial and local
statutes, ordinances, codes, rules and regulations relating to any such work.
Tenant shall not take or omit to take any action, the taking or omission of
which would materially and adversely impair the value or the usefulness of the
Property or any material part thereof for its Permitted Use.

Any and all alterations, additions, improvements, and fixtures which may be made
or installed by either the Landlord or the Tenant upon the Property and/or the
Hotel and which in any manner are attached to the floors, walls or ceilings
(including, without limitation, any linoleum or other floor covering of similar
character which may be cemented or otherwise adhesively affixed to the floor,
and any electrical, plumbing, heating, ventilating and/or air conditioning
system and equipment), shall, upon the termination or expiration of this
Agreement, immediately and automatically be transferred to Landlord and become,
without the requirement of any action or undertaking by any party, Landlord's
sole property and shall remain upon the Property and/or the Hotel and be
surrendered with the Property and/or the Hotel as a part thereof without
disturbance, molestation or injury.

            5.1.2 FF&E RESERVE.

            (a) The FF&E Reserve, all amounts deposited therein, and all Capital
     Replacements shall belong to Landlord.

            (b) Beginning on February 25, 2007 and on the twenty-fifth day of
     every month thereafter, Tenant shall transfer into the FF&E Reserve an
     amount equal to the Applicable Percentage of Total Hotel Sales for the
     prior month.

            (c) Not less than sixty (60) days prior to the first day of each
     Fiscal Year after the 2005 Fiscal Year, Tenant shall submit to Landlord for
     Landlord's approval a proposed estimate of expenditures from the FF&E
     Reserve for the

                                     - 32 -
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     ensuing full or partial Fiscal Year, as the case may be (the "FF&E
     ESTIMATE"). If Landlord fails to disapprove of a proposed FF&E Estimate
     within thirty (30) days after the submission thereof to Landlord for its
     approval, the same shall be deemed approved. Together with each such FF&E
     Estimate, Tenant shall provide to Landlord a proposed five-year capital
     plan for the Hotel for Landlord's review and approval. Tenant will provide
     Landlord with the material data and information utilized in preparing the
     FF&E Estimates or any revisions thereof. Tenant will not be deemed to have
     made any guaranty, warranty or representation whatsoever in connection with
     the FF&E Estimates, except that the proposed FF&E Estimates reflect
     Tenant's best professional estimates of the matters they describe. The FF&E
     Estimate for the 2005 Fiscal Year shall have been delivered by Tenant to
     Landlord on or before the Commencement Date.

            (d) In the event Landlord disapproves or raises any objections to
     the proposed FF&E Estimate, or any portion thereof, or any revisions
     thereto, Landlord and Tenant shall cooperate with each other in good faith
     to resolve the disputed or objectionable items. If Landlord disapproves of
     a proposed FF&E Estimate, Landlord will disapprove on a specific
     line-by-line basis to the extent reasonably practical. Any dispute with
     respect to a proposed FF&E Estimate which is not resolved by the parties
     within thirty (30) days after the submission thereof to Landlord shall be
     resolved by Arbitration.

            (e) All expenditures from the FF&E Reserve shall be (as to both the
     amount of each such expenditure and the timing thereof) both reasonable and
     necessary, given the objective that the Hotel will be maintained and
     operated to a standard comparable to competitive hotels. All amounts from
     the FF&E Reserve shall be paid to Persons who are not Affiliated Persons of
     Tenant without markup or allocated internal costs by Tenant or its
     Affiliated Persons except that Tenant may use Affiliated Persons to provide
     goods and services if Landlord has granted its prior written approval
     thereof.

            (f) Tenant shall, consistent with the FF&E Estimate approved by
     Landlord, from time to time make expenditures from the FF&E Reserve to pay
     for Capital Replacements made during the Term. Tenant shall not materially
     deviate from the FF&E Estimate approved by Landlord without the prior
     approval of Landlord, except in the case of emergency where

                                     - 33 -
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     immediate action is necessary to prevent imminent harm to person or
     property. Notwithstanding anything in this Agreement to the contrary, no
     additional cost or expense shall be incurred or paid in connection with any
     Capital Replacements made during the last two (2) years of the Term to the
     extent attributable solely to complying with the InterContinental brand
     standards.

            (g) Any amounts remaining in the FF&E Reserve at the close of each
     Lease Year will be carried forward and retained in the FF&E Reserve. Any
     and all portions of the Hotel which are scrapped or removed in connection
     with the making of any major or non-major repairs, renovations, additions,
     alterations, improvements, removals or replacements shall be disposed of by
     Tenant and any net proceeds thereof shall be deposited in the FF&E Reserve
     and not included in Total Hotel Sales. In addition, any proceeds from the
     sale of FF&E no longer necessary to the operation of the Hotel shall be
     added to the FF&E Reserve.

            (h) Subject to the terms of SECTION 5.1.2 (j), Tenant shall be the
     only party entitled to withdraw funds from the FF&E Reserve until a Default
     shall occur.

            (i) Upon the expiration or earlier termination of the Term, Tenant
     shall disburse to Landlord, or as Landlord shall direct, all amounts
     remaining in the FF&E Reserve after payments of all expenses on account of
     Capital Replacements appropriately incurred by Tenant during the Term.

            (j) So long as the Managed Hotels are Pooled FF&E Hotels, it is
     understood and agreed that funds deposited in the FF&E Reserve pursuant to
     this Agreement and the Reserve Account under New Management Agreement shall
     be maintained and used on a consolidated basis such that all amounts to be
     deposited in the FF&E Reserve and such Reserve Account shall be deposited
     in a single account and Portfolio Manager and Tenant may apply any funds
     therein to any of the Pooled FF&E Hotels in accordance with the terms of
     this Agreement and the New Management Agreement.

            (k) Notwithstanding anything contained herein to the contrary, if
     Landlord advises Tenant that in Landlord's opinion, the fair market value
     of all personal property of Landlord at, about or which forms a part of the
     Property is equal to or exceeds thirteen and one half percent (13.5%) of
     the fair market value of the Property, Tenant and its

                                     - 34 -
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     Affiliates shall not use funds from the FF&E Reserve or which are required
     to be expended pursuant to any purchase agreement to purchase additional
     personal property for use at, about or as part of the Property without
     Landlord's prior written consent, which consent may be granted or withheld
     in Landlord's sole and absolute judgment.

            5.1.3 LANDLORD'S OBLIGATIONS.

            (a) Except as otherwise expressly provided in this Agreement,
     Landlord shall not, under any circumstances, be required to build or
     rebuild any improvement on the Property, or to make any repairs,
     replacements, alterations, restorations or renewals of any nature or
     description to the Property, whether ordinary or extraordinary, structural
     or nonstructural, foreseen or unforeseen, or to make any expenditure
     whatsoever with respect thereto, or to maintain the Property in any way.
     Except as otherwise expressly provided in this Agreement, Tenant hereby
     waives, to the maximum extent permitted by law, the right to make repairs
     at the expense of Landlord pursuant to any law in effect on the date hereof
     or hereafter enacted. Landlord shall have the right to give, record and
     post, as appropriate, notices of nonresponsibility under any mechanic's
     lien laws now or hereafter existing.

            (b) Subject to the terms of SECTION 5.1.3 (c), if funds in the FF&E
     Reserve shall be insufficient for necessary and permitted expenditures
     thereof and the amount of such expenditures exceeds the amount on deposit
     in the FF&E Reserve, Tenant may, at its election, give Landlord Notice
     thereof, which Notice shall set forth, in reasonable detail, the nature of
     the required Capital Replacement, the estimated cost thereof and such other
     information with respect thereto as Landlord may reasonably require.
     Provided that no Default shall have occurred and be continuing and Tenant
     shall otherwise comply with the applicable provisions of ARTICLE 6,
     Landlord shall, within twenty (20) Business Days after such Notice, subject
     to and in accordance with the applicable provisions of ARTICLE 6, disburse
     such required funds to Tenant for deposit in the FF&E Reserve and, upon
     such disbursement, the Minimum Rent shall be adjusted as provided in
     SECTION 3.1.1 (b). Tenant shall include a good faith projection of funds
     required pursuant to this SECTION 5.1.3 (b) in the FF&E Estimate.

                                     - 35 -
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            (c) Unless and until the Affiliates of Portfolio Manager which sold
     the Pooled FF&E Hotels to the Portfolio Purchaser and the stock of Landlord
     to the Portfolio Purchaser have expended $25,000,000 (net of any applicable
     value added tax that is refundable) of their own funds to make Capital
     Replacements at the Pooled FF&E Hotels, Landlord shall have no obligation
     to make or to cause its Affiliates to make any advances to the FF&E Reserve
     pursuant to SECTION 5.1.3 (b).

            5.1.4 NONRESPONSIBILITY OF LANDLORD, ETC. All materialmen,
contractors, artisans, mechanics and laborers and other persons contracting with
Tenant with respect to the Property, or any part thereof, are hereby charged
with notice that liens on the Property or on Landlord's interest therein are
expressly prohibited and that they must look solely to Tenant to secure payment
for any work done or material furnished to Tenant or for any other purpose
during the term of this Agreement.

     Nothing contained in this Agreement shall be deemed or construed in any way
as constituting the consent or request of Landlord, express or implied, by
inference or otherwise, to any contractor, subcontractor, laborer or materialmen
for the performance of any labor or the furnishing of any materials for any
alteration, addition, improvement or repair to the Property or any part thereof
or as giving Tenant any right, power or authority to contract for or permit the
rendering of any services or the furnishing of any materials that would give
rise to the filing of any lien against the Property or any part thereof nor to
subject Landlord's estate in the Property or any part thereof to liability under
any mechanic's lien law of any State in any way, it being expressly understood
Landlord's estate shall not be subject to any such liability.

     5.2    TENANT'S PERSONAL PROPERTY. Tenant shall provide and maintain
throughout the Term all such Tenant's Personal Property as shall be necessary in
order to operate in compliance with all Applicable Laws and Insurance
Requirements and otherwise in accordance with customary practice in the industry
for the Permitted Use.

     5.3    AT END OF TERM.

            5.3.1 YIELD UP. Upon the expiration or sooner termination of this
     Agreement:

            (a) Tenant shall vacate and surrender the Property to Landlord in
     substantially the same condition in which the

                                     - 36 -
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     Property was in on the Commencement Date, except as repaired, rebuilt,
     restored, altered or added to as permitted or required by the provisions of
     this Agreement, reasonable wear and tear (and casualty damage and
     Condemnation, in the event that this Agreement is terminated following a
     casualty or Condemnation in accordance with ARTICLE 10 or ARTICLE 11)
     excepted.

            (b) Within sixty (60) days following the effective date of such
     expiration or earlier termination, Tenant will submit to Landlord an
     audited final accounting of Total Hotel Sales, Additional Rent and deposits
     to and withdrawals from the FF&E Reserve and all accounts between Landlord
     and Tenant through the effective date of such expiration or earlier
     termination, the cost of which audit shall be shared equally by Tenant and
     Landlord and shall not be an Operating Cost and shall be performed by Ernst
     & Young or another accounting firm selected by Tenant and approved by
     Landlord. Said final accounting shall be accompanied by a Financial
     Officer's Certificate and will promptly be submitted by Tenant to Landlord
     for its approval. Landlord shall not unreasonably withhold or delay its
     approval of the final accounting and any such disapproval shall contain
     reasonably detailed explanation for disapproval. Within thirty (30) days
     after delivery of such final accounting, the parties will make appropriate
     adjustments to any amounts previously paid or due under this Agreement.

            (c) On the effective date of such expiration or earlier termination,
     Tenant will deliver to Landlord all Records of the Hotel, provided that
     Tenant may retain copies of any of the same for Tenant's records.
     Notwithstanding the foregoing, Tenant will not be required to deliver to
     Landlord any information or materials (including, without limitation,
     software, database, manuals and technical information) which are
     proprietary property of Tenant.

            (d) On the effective date of such expiration or earlier termination,
     Tenant will deliver (and cause Tenant Manager to deliver) any and all keys
     or other access devices of the Property to Landlord.

            (e) On the effective date of such expiration or earlier termination,
     Tenant will assign to Landlord or its designee, and Landlord or such
     designee will assume, all booking, reservation, service and operating
     contracts

                                     - 37 -
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     relating exclusively to the occupancy or operation of the Hotel and entered
     into in the ordinary course of business by Tenant. Landlord agrees to
     indemnify and hold Tenant harmless from liability or other obligations
     under any such agreements relating to acts or occurrences, including
     Landlord's or such designee's failure to perform, on or after the effective
     date of such assignment.

            (f) Tenant will assign (and will cause Tenant Manager to assign) to
     Landlord or its designee any assignable licenses and permits pertaining to
     the Property and will otherwise reasonably cooperate with Landlord as may
     be necessary for the transfer of any and all licenses and permits
     pertaining to the Property or the Hotel to Landlord or Landlord's designee.

            (g) Tenant shall release and transfer to Landlord any funds of
     Landlord which are held or controlled by Tenant or Tenant Manager.

            (h) Landlord shall have the right to operate the Hotel without
     modifying the structural design of same and without making any Material
     Repair, notwithstanding the fact that such design or certain features
     thereof may be proprietary to Tenant or its Affiliates and/or protected by
     trademarks or service marks held by Tenant or an Affiliate, provided that
     such use shall be confined to the Hotel. Further, provided that the Hotel
     then satisfies the InterContinental brand standards (unless the Hotel fails
     to satisfy such brand standards due to a breach hereof by Tenant), Landlord
     shall be entitled (but not obligated) to operate the Hotel under the
     InterContinental name for a period of one (1) year following such
     termination or expiration in consideration for which Landlord shall pay the
     then standard franchise and system fees for such brand and comply with the
     other applicable terms and conditions of the form of franchise agreement
     then being entered into with respect to Intercontinental hotels.

            (i) Tenant shall transfer (and shall cause Tenant Manager to
     transfer) to Landlord the telephone numbers used in connection with the
     operation of the Hotel (but not the InterContinental brand generally).

            (j) Tenant shall, and shall cause Tenant Manager to, cooperate with
     Landlord's or its designee's efforts to engage employees of the Hotel.

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            (k) If requested by Landlord prior to such expiration or earlier
     termination of this Agreement, Tenant shall (or shall cause Tenant Manager
     to) continue to manage under the InterContinental brand after such
     expiration or earlier termination for up to one (1) year, on such
     reasonable terms (which shall include an agreement to reimburse Tenant (or
     Tenant Manager, as the case may be) for its reasonable out-of-pocket costs
     and expenses, and reasonable administrative costs and a management fee of
     three percent (3%) of Total Hotel Sales) with respect to which Landlord and
     Tenant shall reasonably agree.

            5.3.2 PURCHASE RIGHTS. Subject to SECTION 3.1.2 (g) and SECTION
5.1.1, Landlord shall have the option, to be exercised within thirty (30) days
after the expiration or termination of this Agreement, to purchase Tenant's
Personal Property for an amount equal to the then net market value thereof
(which shall be (i) the current replacement cost thereof as determined by
agreement of the parties or, (ii) in the absence of such agreement, an amount
determined by appraisal, less accumulated depreciation on Tenant's books
pertaining thereto), subject to, and with appropriate price adjustments for, all
equipment leases, conditional sale contracts, UCC-1 financing statements and
other encumbrances to which such personal property is subject.

            5.3.3 SURVIVAL. The provisions of this SECTION 5.3 shall survive the
expiration or earlier termination of this Agreement.

     5.4    TENANT MANAGEMENT AGREEMENT. Tenant shall not, without Landlord's
prior written consent (which consent shall not be unreasonably withheld, delayed
or conditioned), enter into, or amend or modify the provisions of any Tenant
Management Agreement. Any Tenant Management Agreement shall be subordinate to
this Agreement and shall provide, INTER ALIA, (a) that all amounts due from
Tenant to the Tenant Manager shall be subordinate to all amounts due from Tenant
to Landlord (provided that, as long as no Event of Default has occurred and is
continuing, Tenant may pay all amounts due to a Tenant Manager pursuant to a
Tenant Management Agreement) and (b) for termination thereof, at Landlord's
option, upon the termination of this Agreement. Tenant shall not take any
action, grant any consent or permit any action under any Tenant Management
Agreement which might have a material adverse effect on Landlord, without the
prior written consent of Landlord, which consent shall not be unreasonably
withheld, delayed or conditioned.

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                                    ARTICLE 6

                               IMPROVEMENTS, ETC.

     6.1    MATERIAL REPAIRS. Except as set forth in SECTION 6.2, prior to
making any Material Repair, Tenant shall submit, to Landlord in writing, a
proposal setting forth, in reasonable detail, the proposed Material Repair and
shall provide to Landlord such plans and specifications, and such permits,
licenses, contracts and such other information concerning the same as Landlord
may reasonably request. Landlord shall have twenty (20) Business Days to approve
or disapprove all materials submitted to Landlord, in connection with any such
proposal; provided, however, (i) Landlord may not withhold its approval of a
Material Repair with respect to such items as are (A) required in order for the
Hotel to comply with applicable InterContinental brand standards consistently
applied to InterContinental hotels generally (except during the last two (2)
years of the Term) or the requirements of this Agreement; or (B) required by
reason of or under any Insurance Requirement or Applicable Law, or otherwise
required for the continued safe and orderly operation of the Hotel and (ii)
Landlord's approval shall not be required with respect to the cost of any
proposed Material Repair if the same is set forth as a separate line item in the
then applicable approved FF&E Estimate. If Landlord fails to disapprove of such
Material Repair within such twenty (20) Business Days, Landlord shall be deemed
to have approved same.

     6.2    EMERGENCY EXPENDITURES. In the event that a condition should exist
in or about the Hotel of an emergency nature or in violation of Applicable Law
or any Insurance Requirements, including structural conditions, which requires
immediate repair necessary to prevent imminent danger or damage to persons or
property, Tenant is hereby authorized to take all steps and to make all
expenditures necessary to repair and correct any such condition, regardless of
whether provisions have been made in the applicable FF&E Estimate for any such
expenditures or if sufficient funds exist in the FF&E Reserve. Upon the
occurrence of such an event or condition, Tenant will communicate to Landlord
all available information regarding such event or condition as soon as
reasonably possible and will take reasonable steps to obtain Landlord's approval
before incurring such expenses. Expenditures under this SECTION 6.2 shall be
paid from the FF&E Reserve to the extent such expenditure is properly considered
a Capital Replacement.

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     6.3    NO TIE-IN. No Capital Replacement shall be made which would tie-in
or connect the Hotel with any other improvements on property adjacent to the
Hotel (and not part of the Land) including, without limitation, tie-ins of
buildings or other structures or utilities (other than connections to public or
private utilities) without the prior written approval of Landlord, which
approval may be granted or withheld in Landlord's sole and absolute discretion.

                                    ARTICLE 7

                                      LIENS

     7.1    LIENS. Subject to ARTICLE 8, Tenant shall not, directly or
indirectly, create or allow to remain and shall promptly discharge, at its
expense, any lien, encumbrance, attachment, title retention agreement or claim
upon the Property or Tenant's leasehold interest therein or any attachment,
levy, claim or encumbrance in respect of the Rent, other than (a) Permitted
Encumbrances, (b) restrictions, liens and other encumbrances which are consented
to in writing by Landlord, (c) liens for those taxes of Landlord which Tenant is
not required to pay hereunder, (d) subleases permitted by ARTICLE 15, (e) liens
for Impositions so long as the same are not yet due and payable, (f) liens of
mechanics, laborers, materialmen, suppliers or vendors incurred in the ordinary
course of business that are not yet due and payable, (g) the Hotel Mortgage or
other liens which are the responsibility of Landlord pursuant to the provisions
of ARTICLE 19 and (h) Landlord Liens and any other voluntary liens created by
Landlord.

     7.2    LANDLORD'S LIEN. In addition to any statutory landlord's lien and in
order to secure payment of the Rent and all other sums payable hereunder by
Tenant, and to secure payment of any loss, cost or damage which Landlord may
suffer by reason of Tenant's breach of this Agreement, Tenant hereby grants unto
Landlord, to the maximum extent permitted by Applicable Law, a security interest
in and an express contractual lien upon Tenant's Personal Property (except motor
vehicles and liquor and casino licenses and permits), and Tenant's interest in
all ledger sheets, files, records, documents and instruments (including, without
limitation, computer programs, tapes and related electronic data processing)
relating to the operation of the Hotel (the "RECORDS") and all proceeds
therefrom, subject to any Permitted Encumbrances; and such Tenant's Personal
Property shall not be removed from the Property at any time when a Default has
occurred and is continuing.

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     Upon Landlord's request, Tenant shall execute and deliver to Landlord
financing statements in form sufficient to perfect the security interest of
Landlord in Tenant's Personal Property and the proceeds thereof in accordance
with Applicable Law. During the continuance of a Default, Tenant hereby grants
Landlord an irrevocable limited power of attorney, coupled with an interest, to
execute all such financing statements in Tenant's name, place and stead. The
security interest herein granted is in addition to any statutory lien for the
Rent.

                                    ARTICLE 8

                               PERMITTED CONTESTS

     Tenant shall have the right to contest the amount or validity of any
Imposition or Applicable Law concerning the Property by appropriate legal
proceedings, conducted in good faith and with due diligence, provided that (a)
the foregoing shall in no way be construed as relieving, modifying or extending
Tenant's obligation to pay any Claims as finally determined, (b) such contest
shall not cause Landlord or Tenant to be in default under any mortgage or deed
of trust encumbering the Property or any interest therein or result in or
reasonably be expected to result in a lien attaching to the Property, (c) no
part of the Property nor any Rent therefrom shall be in any immediate danger of
sale, forfeiture, attachment or loss, (d) Tenant shall indemnify and hold
harmless Landlord from and against any cost, claim, damage, penalty or
reasonable expense, including reasonable attorneys' fees, incurred by Landlord
in connection therewith or as a result thereof and (e) Landlord is not exposed
to any risk for criminal or civil liability. Landlord agrees to join in any such
proceedings if required legally to prosecute such contest, provided that
Landlord shall not thereby be subjected to any liability therefor (including,
without limitation, for the payment of any costs or expenses in connection
therewith). If Tenant shall fail (x) to pay or cause to be paid any Claims when
finally determined, (y) to provide reasonable security therefor or (z) to
prosecute or cause to be prosecuted any such contest diligently and in good
faith, Landlord may, upon reasonable notice to Tenant (which notice shall not be
required if Landlord shall reasonably determine that the same is not
practicable), pay such charges, together with interest and penalties due with
respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, as
Additional Charges.

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                                    ARTICLE 9

                          INSURANCE AND INDEMNIFICATION

     9.1    GENERAL INSURANCE REQUIREMENTS. Tenant shall, at all times during
the Term and at any other time Tenant shall be in possession of the Property,
keep the Property, and all property located therein or thereon, insured against
the risks and in the amounts as follows and shall maintain, with respect to the
Property, the following insurance:

            (a) "Special Form" property insurance, including insurance against
     loss or damage by fire, vandalism and malicious mischief, terrorism (if
     available on commercially reasonable terms), earthquake, explosion of steam
     boilers, pressure vessels or other similar apparatus, now or hereafter
     installed in the Hotel, with equivalent coverage as that provided by the
     usual extended coverage endorsements, in an amount equal to one hundred
     percent (100%) of the then full replacement cost of the property requiring
     replacement (excluding foundations) from time to time, including an
     increased cost of construction endorsement;

            (b) Business interruption and blanket earnings plus extra expense
     under a rental value insurance policy or endorsement covering risk of loss
     during the lesser of the first twelve (12) months of reconstruction or the
     actual reconstruction period necessitated by the occurrence of any of the
     hazards described in subparagraph (a) above, in such amounts as may be
     customary for comparable properties managed or leased by Tenant or its
     Affiliates in the surrounding area and in an amount sufficient to prevent
     Landlord from becoming a co-insurer;

            (c) Commercial general liability insurance, including bodily injury
     and property damage (on an occurrence basis and on a 1993 ISO CGL form or
     on a form customarily maintained by similarly situated hotels, including,
     without limitation, broad form contractual liability, independent
     contractor's hazard and completed operations coverage, aggregate limit as
     applicable) in an amount not less than Two Million Dollars ($2,000,000) per
     occurrence and umbrella coverage of all such claims in an amount not less
     than Fifty Million Dollars ($50,000,000) per occurrence;

            (d) Flood insurance (if the Hotel is located in whole or in part
     within an area identified as an area having

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     special flood hazards and in which flood insurance has been made available
     under the National Flood Insurance Act of 1968, as amended, or the Flood
     Disaster Protection Act of 1973, as amended (or any successor acts
     thereto)) and insurance against such other hazards and in such amounts as
     may be available under the National Flood Insurance Program and customary
     for comparable properties in the area;

            (e) Worker's compensation insurance coverage provided by the Puerto
     Rico State Insurance Fund for all persons employed by Tenant at the Hotel
     with statutory limits and otherwise with limits of and provisions in
     accordance with the requirements of applicable local, territorial, State
     and federal law.

            (f) Employment practices liability insurance with limits of Twenty
     Five Million Dollars ($25,000,000); and

            (g) Such additional insurance as may be required, from time to time
     by (i) Applicable Law, (ii) any Hotel Mortgagee or (iii) which is otherwise
     reasonably required upon advance notice to Tenant given in accordance with
     the terms hereof.

     9.2    REPLACEMENT COST. "REPLACEMENT COST" as used herein, shall mean the
actual replacement cost of the property requiring replacement from time to time,
including an increased cost of construction endorsement, less exclusions
provided in the standard form of fire insurance policy. In the event either
party believes that the then full replacement cost has increased or decreased at
any time during the Term, such party, at its own cost, shall have the right to
have such full replacement cost redetermined by an independent accredited
appraiser approved by the other, which approval shall not be unreasonably
withheld or delayed. The party desiring to have the full replacement cost so
redetermined shall forthwith, on receipt of such determination by such
appraiser, give Notice thereof to the other. The determination of such appraiser
shall be final and binding on the parties hereto until any subsequent
determination under this SECTION 9.2, and Tenant shall forthwith conform the
amount of the insurance carried to the amount so determined by the appraiser.

     9.3    WAIVER OF SUBROGATION. Landlord and Tenant agree that (insofar as
and to the extent that such agreement may be effective without invalidating or
making it impossible to secure insurance coverage from responsible insurance
companies doing business in the State) with respect to any property loss which

                                     - 44 -
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is covered by insurance then being carried by Landlord or Tenant, respectively,
the party carrying such insurance and suffering said loss releases the other of
and from any and all claims with respect to such loss; and they further agree
that their respective insurance companies shall have no right of subrogation
against the other on account thereof, even though extra premium may result
therefrom. In the event that any extra premium is payable by Tenant as a result
of this provision, Landlord shall not be liable for reimbursement to Tenant for
such extra premium.

     9.4    FORM SATISFACTORY, ETC. All insurance policies and endorsements
required pursuant to this ARTICLE 9 shall be fully paid for, nonassessable and
be issued by insurance carriers authorized to do business in the State, having a
general policy holder's rating of no less than B++ in Best's latest rating
guide. All such policies described in SECTIONS 9.1(a) through (d) shall include
no deductible in excess of Two Hundred Fifty Thousand Dollars ($250,000) and,
with the exception of the insurance described in SECTIONS 9.1(e), shall name
Landlord and the Hotel Mortgagee as additional insureds, as their interests may
appear. All loss adjustments shall be payable as provided in ARTICLE 10, except
that losses under SECTIONS 9.1(c) and 9.1(e) shall be payable directly to the
party entitled thereto. Tenant shall cause all insurance premiums to be paid and
shall deliver policies or certificates thereof to Landlord prior to their
effective date (and, with respect to any renewal policy, prior to the expiration
of the existing policy). All such policies shall provide Landlord (and the Hotel
Mortgagee if required by the same) thirty (30) days prior written notice of any
material change or cancellation of such policy. In the event Tenant shall fail
to effect such insurance as herein required, to pay the premiums therefor or to
deliver such policies or certificates to Landlord or the Hotel Mortgagee at the
times required, Landlord shall have the right, upon Notice to Tenant, but not
the obligation, to acquire such insurance and pay the premiums therefor, which
amounts shall be payable to Landlord, upon demand, as Additional Charges,
together with interest accrued thereon at the Interest Rate from the date such
payment is made until the date repaid.

     9.5    BLANKET POLICY. Notwithstanding anything to the contrary contained
in this ARTICLE 9, Tenant's obligation to maintain the insurance herein required
may be brought within the coverage of a so-called blanket policy or policies of
insurance carried and maintained by Tenant, provided, that (a) the coverage
thereby afforded will not be reduced or diminished from

                                     - 45 -
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that which would exist under a separate policy meeting all other requirements of
this Agreement, and (b) the requirements of this ARTICLE 9 are otherwise
satisfied.

     9.6    NO SEPARATE INSURANCE. Tenant shall not take out separate insurance,
concurrent in form or contributing in the event of loss with that required by
this ARTICLE 9, or increase the amount of any existing insurance by securing an
additional policy or additional policies, unless all parties having an insurable
interest in the subject matter of such insurance, including Landlord and all
Hotel Mortgagees, are included therein as additional insureds and the loss is
payable under such insurance in the same manner as losses are payable under this
Agreement. In the event Tenant shall take out any such separate insurance or
increase any of the amounts of the then existing insurance, Tenant shall give
Landlord prompt Notice thereof.

     9.7    INDEMNIFICATION OF LANDLORD. Notwithstanding the existence of any
insurance provided for herein and without regard to the policy limits of any
such insurance, Tenant shall protect, indemnify and hold harmless Landlord for,
from and against all liabilities, obligations, claims, damages, penalties,
causes of action, costs and reasonable expenses (including, without limitation,
reasonable attorneys' fees), to the maximum extent permitted by law, imposed
upon or incurred by or asserted against Landlord by reason of (a) any accident,
injury to or death of persons or loss of or damage to property occurring on or
about the Property or adjoining sidewalks or rights of way, (b) any past,
present or future use, misuse, non-use, condition, management, maintenance or
repair by Tenant or anyone claiming under Tenant of the Property or Tenant's
Personal Property or any litigation, proceeding or claim by governmental
entities or other third parties to which Landlord is made a party or participant
relating to the Property or Tenant's Personal Property or such use, misuse,
non-use, condition, management, maintenance, or repair thereof including,
failure to perform obligations (other than Condemnation proceedings to which
Landlord is made a party), (c) any Impositions that are the obligations of
Tenant to pay pursuant to the applicable provisions of this Agreement (except if
and to the extent such Imposition results from Landlord's willful failure to
comply with the terms of SECTION 20.20), (d) any failure on the part of Tenant
or anyone claiming under Tenant to perform or comply with any of the terms of
this Agreement. Tenant, at its expense, shall contest, resist and defend (x) any
such claim, action or proceeding asserted or instituted against

                                     - 46 -
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Landlord or may compromise or otherwise dispose of the same, with Landlord's
prior written consent (which consent may not be unreasonably withheld, delayed
or conditioned), (y) the termination or non-renewal of any ground, underlying or
parking lease due to any act or omission of Tenant and (z) the loss or
non-renewal of the Tax Exemption Decree due to any act or omission of Tenant.
The obligations of Tenant under this SECTION 9.7 are in addition to the
obligations set forth in SECTION 4.3 and shall survive the expiration or sooner
termination of this Agreement.

                                   ARTICLE 10

                                    CASUALTY

     10.1   INSURANCE PROCEEDS. Except as provided in the last clause of this
sentence, all proceeds payable by reason of any loss or damage to the Property,
or any portion thereof, and insured under any policy of insurance required by
ARTICLE 9 (other than the proceeds of any business interruption insurance) shall
be paid directly to Landlord (subject to the provisions of SECTION 10.2) and all
loss adjustments with respect to losses payable to Landlord shall require the
prior written consent of Landlord, which consent shall not be unreasonably
withheld, delayed or conditioned. If Tenant is required to reconstruct or repair
the Property as provided herein, such proceeds shall be paid out by Landlord
from time to time for the reasonable costs of reconstruction or repair of such
Property necessitated by such damage or destruction, subject to and in
accordance with the provisions of SECTION 10.2.4. Provided no Default or Event
of Default has occurred and is continuing, any excess proceeds of insurance
remaining after the completion of the restoration shall be paid to Tenant. In
the event that the provisions of SECTION 10.2.1 are applicable, the insurance
proceeds shall be retained by the party entitled thereto pursuant to SECTION
10.2.1.

     10.2   DAMAGE OR DESTRUCTION.

            10.2.1 DAMAGE OR DESTRUCTION OF PROPERTY. If, during the Term, the
Property shall be totally or partially destroyed and the Hotel located thereon
is thereby rendered Unsuitable for Its Permitted Use, (i) Tenant may, by the
giving of Notice thereof to Landlord, within sixty (60) days after the date of
such casualty, terminate this Agreement or (ii) Landlord may terminate this
Agreement on not less than sixty days' written notice to Tenant. If this
Agreement is terminated by reason of or in connection with any casualty, the
insurance proceeds shall

                                     - 47 -
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be allocated equitably by agreement of Landlord and Tenant, or, if Landlord and
Tenant fail to agree within a reasonable time, by Arbitration.

            10.2.2 PARTIAL DAMAGE OR DESTRUCTION. If, during the Term, the
Property shall be totally or partially destroyed but the Hotel is not rendered
Unsuitable for Its Permitted Use, Tenant shall promptly restore the Hotel as
provided in SECTION 10.2.4 unless this Agreement is terminated as to the Hotel
as provided in SECTION 10.2.3.

            10.2.3 INSUFFICIENT INSURANCE PROCEEDS. If this Agreement is not
otherwise terminated pursuant to this ARTICLE 10 and the cost of the repair or
restoration of the Property exceeds the amount of net insurance proceeds
received by Landlord and Tenant on account of such casualty, Tenant shall give
Landlord Notice thereof which notice shall set forth in reasonable detail the
nature of such deficiency and whether Tenant shall pay and assume the amount of
such deficiency (Tenant having no obligation to do so, except that, if Tenant
shall elect to make such funds available, the same shall become an irrevocable
obligation of Tenant pursuant to this Agreement). In the event Tenant shall
elect not to pay and assume the amount of such deficiency, Landlord shall have
the right (but not the obligation), exercisable at Landlord's sole election by
Notice to Tenant, given within sixty (60) days after Tenant's notice of the
deficiency, to elect to make available for application to the cost of repair or
restoration the amount of such deficiency; PROVIDED, HOWEVER, in such event,
upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as
provided in SECTION 3.1.1 (b). In the event that neither Landlord nor Tenant
shall elect to make such deficiency available for restoration, either Landlord
or Tenant may terminate this Agreement by Notice to the other, whereupon, this
Agreement shall terminate and insurance proceeds shall be distributed as
provided in SECTION 10.2.1. It is expressly understood and agreed, however,
that, notwithstanding anything in this Agreement to the contrary, Tenant shall
be strictly liable and solely responsible for the amount of any deductible and
shall, upon any insurable loss, pay over the amount of such deductible to
Landlord at the time and in the manner herein provided for payment of the
applicable proceeds to Landlord.

            10.2.4 DISBURSEMENT OF PROCEEDS. In the event Tenant is required to
restore the Property pursuant to SECTION 10.2 and this Agreement is not
terminated as to the Property pursuant to this ARTICLE 10, Tenant shall commence
promptly and continue diligently to perform the repair and restoration of the
Property

                                     - 48 -
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(hereinafter called the "WORK"), so as to restore the Property in material
compliance with Applicable Law and so that such Property shall be, to the extent
practicable, substantially equivalent in value and general utility to its
general utility and value immediately prior to such damage or destruction.
Subject to the terms hereof, Landlord shall advance the insurance proceeds and
any additional amounts payable by Landlord pursuant to SECTION 10.2.3 or
otherwise deposited with Landlord to Tenant regularly during the repair and
restoration period so as to permit payment for the cost of any such restoration
and repair. Any such advances shall be made not more than monthly within ten
(10) Business Days after Tenant submits to Landlord a written requisition and
substantiation therefor on AIA Forms G702 and G703 (or on such other form or
forms as may be reasonably acceptable to Landlord). Landlord may, at its option,
condition advancement of such insurance proceeds and other amounts on (i) the
absence of any Event of Default, (ii) its approval of plans and specifications
of an architect satisfactory to Landlord (which approval shall not be
unreasonably withheld, delayed or conditioned), (iii) general contractors'
estimates, (iv) architect's certificates, (v) unconditional lien waivers of
general contractors, if available, (vi) evidence of approval by all governmental
authorities and other regulatory bodies whose approval is required, (vii) if
Tenant has elected to advance deficiency funds pursuant to SECTION 10.2.3,
Tenant depositing the amount thereof with Landlord and (viii) such other
certificates as Landlord may, from time to time, reasonably require.

     Landlord's obligation to disburse insurance proceeds under this ARTICLE 10
during the last two (2) years of the Term (including any automatic renewals
thereof) shall be subject to the release of such proceeds by the Hotel Mortgagee
to Landlord. If the Hotel Mortgagee shall be unwilling to disburse insurance
proceeds in accordance with the terms of this Agreement, Tenant shall have the
right, by the giving of Notice thereof to Landlord within ten (10) Business Days
after Tenant learns of such unwillingness, to treat the Property as rendered
Unsuitable for Its Permitted Use for purposes of SECTION 10.2.1. Tenant's
obligation to restore the Property pursuant to this ARTICLE 10 shall be subject
to the release of available insurance proceeds by the applicable Hotel Mortgagee
to Landlord or directly to Tenant.

     10.3   DAMAGE NEAR END OF TERM. Notwithstanding any provisions of SECTIONS
10.1 or 10.2 to the contrary, if damage to or destruction of the Property occurs
during the last two (2)

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years of the Term (including any automatic Extended Terms) and if such damage or
destruction cannot reasonably be expected to be fully repaired and restored
prior to the date that is twelve (12) months prior to the end of the Term, the
provisions of SECTION 10.2.1 shall apply as if such Property had been totally or
partially destroyed and the Hotel thereon rendered Unsuitable for Its Permitted
Use.

     10.4   TENANT'S PROPERTY. All insurance proceeds payable by reason of any
loss of or damage to any of Tenant's Personal Property shall be paid to Tenant
and, to the extent necessary to repair or replace Tenant's Personal Property in
accordance with SECTION 10.5, Tenant shall hold such proceeds in trust to pay
the cost of repairing or replacing damaged Tenant's Personal Property.

     10.5   RESTORATION OF TENANT'S PROPERTY. If Tenant is required to restore
the Property as hereinabove provided and this Agreement is not terminated as to
such Property pursuant to the terms of ARTICLE 10, Tenant shall either (a)
restore all alterations and improvements made by Tenant and Tenant's Personal
Property, or (b) replace such alterations and improvements and Tenant's Personal
Property with improvements or items of the same or better quality and utility in
the operation of such Property.

     10.6   NO ABATEMENT OF RENT. Except as expressly provided herein, this
Agreement shall remain in full force and effect and Tenant's obligation to make
all payments of Rent and to pay all other charges as and when required under
this Agreement shall remain unabated during the Term notwithstanding any damage
involving the Property (provided that Landlord shall credit against such
payments any amounts paid to Landlord as a consequence of such damage under any
business interruption insurance obtained by Tenant hereunder). The provisions of
this ARTICLE 10 shall be considered an express agreement governing any cause of
damage or destruction to the Property and, to the maximum extent permitted by
law, no local or State statute, laws, rules, regulation or ordinance in effect
during the Term which provide for such a contingency shall have any application
in such case.

     10.7   WAIVER. Tenant hereby waives any statutory rights of termination
which may arise by reason of any damage or destruction of the Property, or any
portion thereof.

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                                   ARTICLE 11

                                  CONDEMNATION

     11.1   TOTAL CONDEMNATION, ETC. If either (i) the whole of the Property
shall be taken by Condemnation or (ii) a Condemnation of less than the whole of
the Property renders the Property Unsuitable for Its Permitted Use, this
Agreement shall terminate, and Tenant and Landlord shall seek the Award for
their interests as provided in SECTION 11.6.

     11.2   PARTIAL CONDEMNATION. In the event of a Condemnation of less than
the whole of the Property such that such Property is still suitable for its
Permitted Use, Tenant shall commence promptly and continue diligently to restore
the untaken portion of the applicable Leased Improvements so that such Leased
Improvements shall constitute a complete architectural unit of the same general
character and condition (as nearly as may be possible under the circumstances)
as such Leased Improvements existing immediately prior to such Condemnation, in
material compliance with all Applicable Law, subject to and unless this
Agreement is terminated pursuant to the provisions of this SECTION 11.2. If the
cost of the repair or restoration of the affected Property exceeds the amount of
the Award, Tenant shall give Landlord Notice thereof which notice shall set
forth in reasonable detail the nature of such deficiency and whether Tenant
shall pay and assume the amount of such deficiency (Tenant having no obligation
to do so, except that if Tenant shall elect to make such funds available, the
same shall become an irrevocable obligation of Tenant pursuant to this
Agreement). In the event Tenant shall elect not to pay and assume the amount of
such deficiency, Landlord shall have the right (but not the obligation),
exercisable at Landlord's sole election by Notice to Tenant given within sixty
(60) days after Tenant's Notice of the deficiency, to elect to make available
for application to the cost of repair or restoration the amount of such
deficiency; PROVIDED, HOWEVER, in such event, upon any disbursement by Landlord
thereof, the Minimum Rent shall be adjusted as provided in SECTION 3.1.1 (b). In
the event that neither Landlord nor Tenant shall elect to make such deficiency
available for restoration, either Landlord or Tenant may terminate this
Agreement and the entire Award shall be allocated as set forth in SECTION 11.6.

     Subject to the terms hereof, Landlord shall contribute to the cost of
restoration that part of the Award necessary to complete such repair or
restoration, together with severance and other damages awarded for the taken
Leased Improvements and any

                                     - 51 -
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other amounts deposited with or payable by Landlord, to Tenant regularly during
the restoration period so as to permit payment for the cost of such repair or
restoration. Landlord may, at its option, condition advancement of such Award
and other amounts on (i) the absence of any Event of Default, (ii) its approval
of plans and specifications of an architect satisfactory to Landlord (which
approval shall not be unreasonably withheld, delayed or conditioned), (iii)
general contractors' estimates, (iv) architect's certificates, (v) unconditional
lien waivers of general contractors, if available, (vi) evidence of approval by
all governmental authorities and other regulatory bodies whose approval is
required, (vii) if Tenant has elected to advance deficiency funds pursuant to
the preceding paragraph, Tenant depositing the amount thereof with Landlord and
(viii) such other certificates as Landlord may, from time to time, reasonably
require. Landlord's obligation under this SECTION 11.2 to disburse the Award and
such other amounts shall be subject to (x) the collection thereof by Landlord
and (y) during the last two (2) years of the Term (including any exercised
renewals thereof), the release of such Award by the applicable Hotel Mortgagee.
If the Hotel Mortgagee shall be unwilling to disburse Award proceeds in
accordance with the terms of this Agreement, Tenant shall have the right, by the
giving of Notice thereof to Landlord within ten (10) Business Days after Tenant
learns of such unwillingness, to treat the Property as rendered Unsuitable for
Its Permitted Use for purposes of SECTION 11.1. Tenant's obligation to restore
the Property shall be subject to the release of the Award by the applicable
Hotel Mortgagee to Landlord or directly to Tenant.

     11.3   ABATEMENT OF RENT. Other than as specifically provided in this
Agreement, this Agreement shall remain in full force and effect and Tenant's
obligation to make all payments of Rent and to pay all other charges as and when
required under this Agreement shall remain unabated during the Term
notwithstanding any Condemnation involving the Property, or any portion thereof.
The provisions of this ARTICLE 11 shall be considered an express agreement
governing any Condemnation involving the Property and, to the maximum extent
permitted by law, no local or State statute, law, rule, regulation or ordinance
in effect during the Term which provides for such a contingency shall have any
application in such case.

     11.4   TEMPORARY CONDEMNATION. In the event of any temporary Condemnation
of the Property or Tenant's interest therein, this Agreement shall continue in
full force and effect and Tenant shall continue to pay, in the manner and on the
terms herein

                                     - 52 -
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specified, the full amount of the Rent. Tenant shall continue to perform and
observe all of the other terms and conditions of this Agreement on the part of
the Tenant to be performed and observed. Provided no Event of Default has
occurred and is continuing, the entire amount of any Award made for such
temporary Condemnation allocable to the Term, whether paid by way of damages,
rent or otherwise, shall be paid to Tenant. Tenant shall, promptly upon the
termination of any such period of temporary Condemnation, at its sole cost and
expense, restore the Property to the condition that existed immediately prior to
such Condemnation, in material compliance with Applicable Law, unless such
period of temporary Condemnation shall extend beyond the expiration of the Term,
in which event Tenant shall not be required to make such restoration.

     11.5   CONDEMNATION NEAR END OF TERM. Notwithstanding any provisions of
SECTIONS 11.2 or 11.3 to the contrary, if Condemnation of the Property occurs
during the last two (2) years of the Term (including any automatic Extended
Terms) and if restoration cannot reasonably be expected to be completed prior to
the date that is twelve (12) months prior to the end of the Term, the provisions
of SECTION 11.1 shall apply as if such Property had been totally or partially
taken and the Hotel thereon rendered Unsuitable for Its Permitted Use.

     11.6   ALLOCATION OF AWARD. Except as provided in SECTION 11.4, in any
Condemnation proceedings, Landlord and Tenant shall each seek its own Award in
conformity herewith, at its own expense.

                                   ARTICLE 12

                              DEFAULTS AND REMEDIES

     12.1   EVENTS OF DEFAULT. The occurrence of any one or more of the
following events shall constitute an "EVENT OF DEFAULT" hereunder:

            (a) Subject to any applicable notice or cure provisions, Tenant's
     failure to make any payment of the Minimum Rent, Additional Rent or
     Additional Charges due to Landlord or Tenant's failure to pay any other
     Additional Charges or any other sum (including, but not limited to, funding
     of the FF&E Reserve) payable hereunder which has a material effect on the
     operation of the Property; or

            (b) Tenant's failure to maintain the insurance coverages required
     under ARTICLE 9; or

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            (c) Tenant's default in the due observance or performance of any of
     the terms, covenants or agreements contained herein to be performed or
     observed by it (other than as specified in clauses (a) and (b) above) and
     such default shall continue for a period of thirty (30) days after Notice
     thereof from Landlord to Tenant; PROVIDED, HOWEVER, that if such default is
     susceptible of cure but such cure cannot be accomplished with due diligence
     within such period of time and if, in addition, Tenant commences to cure or
     cause to be cured such default within thirty (30) days after Notice thereof
     from Landlord and thereafter prosecutes the curing of such default with all
     due diligence, such period of time shall be extended to such period of time
     (not to exceed an additional one (1) year in the aggregate) as may be
     necessary to cure such default with all due diligence; or

            (d) Tenant's initiation or maintenance of any claim or action
     against Landlord in respect of the condition of the Property; or

            (e) The termination of the New Management Agreement pursuant to
     Section 5.1 or Section 10.3 thereof; or

            (f) The occurrence of a Manager Event of Default under the New
     Management Agreement.

     So long as an Event of Default shall be outstanding, Landlord, in addition
to all other remedies available to it, may terminate this Agreement by giving
Notice thereof to Tenant and upon the expiration of the time, if any, fixed in
such Notice, this Agreement shall terminate and all rights of Tenant under this
Agreement with respect thereto shall cease. Landlord shall have and may exercise
all rights and remedies available at law and in equity to Landlord as a result
of Tenant's breach of this Agreement.

     Upon the occurrence of an Event of Default, Landlord may, in addition to
any other remedies provided herein, enter upon the Property or any portion
thereof and take possession of any and all of Tenant's Personal Property, if
any, and the Records, without liability for trespass or conversion (Tenant
hereby waiving any right to notice or hearing prior to such taking of possession
by Landlord) and sell the same at public or private sale, after giving Tenant
reasonable Notice of the time and place of any public or private sale, at which
sale Landlord or its assigns may purchase all or any portion of Tenant's
Personal Property, if any, unless otherwise prohibited by law. Unless

                                     - 54 -
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otherwise provided by law and without intending to exclude any other manner of
giving Tenant reasonable notice, the requirement of reasonable Notice shall be
met if such Notice is given at least ten (10) days before the date of sale. The
proceeds from any such disposition, less all expenses incurred in connection
with the taking of possession, holding and selling of such property (including,
reasonable attorneys' fees), shall be applied as a credit against the
indebtedness which is secured by the security interest granted in SECTION 7.2.
Any surplus shall be paid to Tenant or as otherwise required by law and Tenant
shall pay any deficiency to Landlord, as Additional Charges, upon demand.

     12.2   REMEDIES. None of (a) the termination of this Agreement pursuant to
SECTION 12.1, (b) the repossession of the Property or any portion thereof, (c)
the failure of Landlord to re-let the Property or any portion thereof, nor (d)
the reletting of all or any of portion of the Property, shall relieve Tenant of
its accrued liability or obligations which by their terms survive hereunder, all
of which shall survive any such termination, repossession or re-letting. In the
event of any such termination, Tenant shall forthwith pay to Landlord all Rent
due and payable with respect to the Property through and including the date of
such termination. Thereafter, Tenant, until the end of what would have been the
Term of this Agreement in the absence of such termination, and whether or not
the Property or any portion thereof shall have been re-let, shall be liable to
Landlord for, and shall pay to Landlord, as current damages, the Rent
(Additional Rent to be reasonably calculated by Landlord based on historical
Total Hotel Sales) and other charges which would be payable hereunder for the
remainder of the Term had such termination not occurred, less the net proceeds,
if any, of any re-letting of the Property, after deducting all reasonable
expenses in connection with such reletting, including, without limitation, all
repossession costs, brokerage commissions, legal expenses, attorneys' fees,
advertising, expenses of employees, alteration costs and expenses of preparation
for such reletting. Tenant shall pay such current damages to Landlord monthly on
the days on which the Minimum Rent would have been payable hereunder if this
Agreement had not been so terminated.

     Upon such termination, whether or not Landlord shall have collected any
such current damages, Landlord shall be entitled to liquidated damages.
Landlord's right to receive liquidated damages has been agreed to due to the
uncertainty, difficulty and/or impossibility of ascertaining the actual damages
suffered

                                     - 55 -
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by Landlord. Further, if not for Landlord's right to receive such liquidated
damages, Landlord's Affiliated Person would not have entered into the Purchase
Agreement and Landlord would not have entered into this Agreement. TENANT HEREBY
ACKNOWLEDGES AND AGREES THAT SUCH LIQUIDATED DAMAGES ARE NOT A PENALTY, BUT ARE
TO COMPENSATE LANDLORD AND ITS AFFILIATES FOR THE EXPENSE AND LOST EARNINGS
WHICH MAY RESULT FROM ARRANGING SUBSTITUTE MANAGEMENT AND/OR TENANCY FOR THE
HOTEL AS WELL AS TO COMPENSATE FOR PRICE PAID FOR THE HOTEL BY LANDLORD'S
AFFILIATED PERSON. Such liquidated damages shall be equal to all accrued but
unpaid amounts due to Landlord hereunder up until the date of termination, plus
the Outstanding Balance (as defined in the Guaranty). Landlord shall be entitled
to interest, at the Interest Rate, on such liquidated damages from the date of
such termination until the date of payment of such damages and interest. Except
with respect to Landlord's rights and remedies for any breach or violations by
Tenant of the terms of SECTION 5.3 and ARTICLE 13, Landlord shall look solely to
any collateral hereafter pledged securing Tenant's obligations hereunder for
satisfaction of any claim of Landlord against Tenant hereunder; PROVIDED,
HOWEVER, nothing contained herein is intended to, nor shall, limit or reduce the
obligations of the Guarantor under the Guaranty or limit Landlord's rights with
respect thereto.

     In case of any Event of Default, re-entry, expiration and dispossession by
summary proceedings or otherwise, Landlord may (a) relet the Property or any
part or parts thereof, either in the name of Landlord or otherwise, for a term
or terms which may at Landlord's option, be equal to, less than or exceed the
period which would otherwise have constituted the balance of the Term and may
grant concessions or free rent to the extent that Landlord considers advisable
and necessary to relet the same, and (b) may make such reasonable alterations,
repairs and decorations in the Property or any portion thereof as Landlord, in
its sole and absolute discretion, considers advisable and necessary for the
purpose of reletting the Property; and the making of such alterations, repairs
and decorations shall not operate or be construed to release Tenant from
liability hereunder as aforesaid. Landlord shall in no event be liable in any
way whatsoever for any failure to relet all or any portion of the Property, or,
in the event that the Property is relet, for failure to collect the rent under
such reletting. To the maximum extent permitted by law, Tenant hereby expressly
waives any and all rights of redemption granted under any present or future laws
in the event of Tenant being evicted or dispossessed, or in the event of
Landlord obtaining possession of the Property, by reason of the occurrence and
continuation of

                                     - 56 -
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an Event of Default hereunder. Landlord covenants and agrees, in the event of
any termination of this Agreement as a result of an Event of Default, to use
reasonable efforts to mitigate its damages.

     12.3   WAIVER. To the maximum extent permitted by Applicable Law, each of
the parties hereto waives its rights to trial by jury with respect to this
Agreement or matters arising in connection herewith. FURTHER TO THE FOREGOING,
IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTIONS 12.1 OR 12.2, TENANT
WAIVES, TO THE EXTENT PERMITTED BY LAW, (i) ANY RIGHT TO A TRIAL BY JURY IN THE
EVENT OF SUMMARY PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THIS ARTICLE
12, AND (ii) THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTING
PROPERTY FROM LIABILITY FOR RENT OR FOR DEBT.

     12.4   APPLICATION OF FUNDS. Any payments received by Landlord under any of
the provisions of this Agreement during the existence or continuance of any
Event of Default (and any payment made to Landlord rather than Tenant due to the
existence of any Event of Default) shall be applied to Tenant's current and past
due obligations under this Agreement in such order as Landlord may determine or
as may be prescribed by the laws of the State.

     12.5   LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT. If an Event of Default
shall have occurred and be continuing, Landlord, after Notice to Tenant (which
Notice shall not be required if Landlord shall reasonably determine immediate
action is necessary to protect person or property), without waiving or releasing
any obligation of Tenant and without waiving or releasing any Event of Default,
may (but shall not be obligated to), at any time thereafter, make such payment
or perform such act for the account and at the expense of Tenant, and may, to
the maximum extent permitted by law, enter upon the Property or any portion
thereof for such purpose and take all such action thereon as, in Landlord's sole
and absolute discretion, may be necessary or appropriate therefor. No such entry
shall be deemed an eviction of Tenant. All reasonable costs and expenses
(including, without limitation, reasonable attorneys' fees) incurred by Landlord
in connection therewith, together with interest thereon (to the extent permitted
by law) at the Interest Rate from the date such sums are paid by Landlord until
repaid, shall be paid by Tenant to Landlord, on demand.

                                     - 57 -
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                                   ARTICLE 13

                                  HOLDING OVER

     Any holding over by Tenant after the expiration or sooner termination of
this Agreement shall be treated as a daily tenancy at sufferance at a rate equal
to two (2) times the Minimum Rent and other charges herein provided (prorated on
a daily basis). Tenant shall also pay to Landlord all damages (direct or
indirect) sustained by reason of any such holding over. Otherwise, such holding
over shall be on the terms and conditions set forth in this Agreement, to the
extent applicable. Nothing contained herein shall constitute the consent,
express or implied, of Landlord to the holding over of Tenant after the
expiration or earlier termination of this Agreement.

                                   ARTICLE 14

                               LANDLORD'S DEFAULT

     If Landlord shall default in the performance or observance of any of its
covenants or obligations set forth in this Agreement or any obligation of
Landlord, if any, under any agreement affecting the Property, the performance of
which is not Tenant's obligation pursuant to this Agreement, and any such
default shall continue for a period of five (5) Business Days after Notice
thereof with respect to monetary defaults and twenty (20) Business Days after
Notice thereof with respect to non-monetary defaults from Tenant to Landlord and
any applicable Hotel Mortgagee, or such additional period as may be reasonably
required to correct the same provided Landlord is proceeding with due diligence
to correct the same, then Tenant may declare the occurrence of a "Landlord
Default" by a second Notice to Landlord and to the Hotel Mortgagee and Tenant
shall have the right to institute forthwith any and all proceedings permitted by
law or equity (provided they are not specifically barred under the terms of this
Agreement), including, without limitation, actions for specific performance
and/or damages; provided, however, except as may be expressly provided in this
Agreement, Tenant shall have no right to terminate this Agreement for any
default by Landlord hereunder and no right, for any such default, to offset or
counterclaim against any Rent or other charges due hereunder. In the event
Landlord wrongfully terminates this Agreement or if Tenant terminates this
Agreement pursuant to any right to do so contained herein as a result of
Landlord's breach, then, subject to Tenant's mitigation obligations, Tenant
shall be entitled to recover as

                                     - 58 -
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part of its damages for such wrongful termination an amount equal to the damages
suffered by Tenant on account of terminating the employment of on-site employees
of the Hotel in connection therewith.

     If Landlord shall in good faith dispute the occurrence of any Landlord
Default and Landlord, before the expiration of the applicable cure period, shall
give Notice thereof to Tenant, setting forth, in reasonable detail, the basis
therefor, no Landlord Default shall be deemed to have occurred and Landlord
shall have no obligation with respect thereto until final adverse, determination
thereof.

                                   ARTICLE 15

                            SUBLETTING AND ASSIGNMENT

     15.1   SUBLETTING AND ASSIGNMENT. Except as provided in SECTIONS 15.3 and
15.5, Tenant shall not, without Landlord's prior written consent (which consent
may be given or withheld in Landlord's sole and absolute discretion), assign,
mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or
sublease (which term shall be deemed to include the granting of concessions,
licenses and the like but shall not be deemed to include the lodging of hotel
guests consistent with the Permitted Use), all or any part of the Property or
suffer or permit this Agreement or the leasehold estate created hereby or any
other rights arising under this Agreement to be assigned, transferred,
mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether
voluntarily, involuntarily or by operation of law, or permit the use or
operation of the Property by anyone other than Tenant, or the Property to be
offered or advertised for assignment or subletting. For purposes of this SECTION
15.1, an assignment of this Agreement shall be deemed to include any transaction
which results in Tenant no longer being an Affiliated Person of Guarantor or
pursuant to which all or substantially all of Tenant's assets are transferred to
any Person who is not an Affiliated Person of Guarantor.

     If this Agreement is assigned or if the Property or any part thereof are
sublet (or occupied by anybody other than Tenant and its employees or hotel
guests), then Landlord may collect the rents from such assignee, subtenant or
occupant, as the case may be, and apply the net amount collected to the Rent
herein reserved, but no such collection shall be deemed a waiver of the
provisions set forth in this SECTION 15.1, the acceptance by Landlord of such
assignee, subtenant or occupant, as the case may be, as a tenant, or a release
of Tenant from the future

                                     - 59 -
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performance by Tenant of its covenants, agreements or obligations contained in
this Agreement.

     No subletting or assignment shall in any way impair the continuing primary
liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise
agree that Tenant shall be released from all obligations hereunder), and no
consent to any subletting or assignment in a particular instance shall be deemed
to be a waiver of the prohibition set forth in this SECTION 15.1. No assignment,
subletting or occupancy shall affect any Permitted Use; any subletting,
assignment or other transfer of Tenant's interest under this Agreement in
contravention of this SECTION 15.1 shall be voidable at Landlord's option.

     15.2   REQUIRED SUBLEASE PROVISIONS. Any sublease of all or any portion of
the Property entered into on or after the date hereof shall provide (a) that it
is subject and subordinate to this Agreement and to the matters to which this
Agreement is or shall be subject or subordinate; (b) that in the event of
termination of this Agreement or reentry or dispossession of Tenant by Landlord
under this Agreement, Landlord may, at its option, terminate such sublease or
take over all of the right, title and interest of Tenant, as sublessor under
such sublease, and such subtenant shall, at Landlord's option, attorn to
Landlord pursuant to the then executory provisions of such sublease, except that
neither Landlord nor the Hotel Mortgagee, as holder of a mortgage or as Landlord
under this Agreement, if such mortgagee succeeds to that position, shall (i) be
liable for any act or omission of Tenant under such sublease, (ii) be subject to
any credit, counterclaim, offset or defense which theretofore accrued to such
subtenant against Tenant, (iii) be bound by any previous modification of such
sublease not consented to in writing by Landlord or by any previous prepayment
of more than one (1) month's rent, (iv) be bound by any covenant of Tenant to
undertake or complete any construction of the Property or any portion thereof,
(v) be required to account for any security deposit of the subtenant other than
any security deposit actually delivered to Landlord by Tenant, (vi) be bound by
any obligation to make any payment to such subtenant or grant any credits,
except for services, repairs, maintenance and restoration provided for under the
sublease that are performed after the date of such attornment, (vii) be
responsible for any monies owing by Tenant to the credit of such subtenant
unless actually delivered to Landlord by Tenant, or (viii) be required to remove
any Person occupying any portion of the Property; and (c) in the event that such
subtenant receives

                                     - 60 -
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a written Notice from Landlord or the Hotel Mortgagee stating that an Event of
Default has occurred and is continuing, such subtenant shall thereafter be
obligated to pay all rentals accruing under such sublease directly to the party
giving such Notice or as such party may direct. All rentals received from such
subtenant by Landlord or the Hotel Mortgagee, as the case may be, shall be
credited against the amounts owing by Tenant under this Agreement and such
sublease shall provide that the subtenant thereunder shall, at the request of
Landlord, execute a suitable instrument in confirmation of such agreement to
attorn. An original counterpart of each such sublease or any assignment hereof,
duly executed by Tenant and such subtenant or assignee, as the case may be, in
form and substance reasonably satisfactory to Landlord, shall be delivered
promptly to Landlord and (a) in the case of an assignment, the assignee shall
assume in writing and agree to keep and perform all of the terms of this
Agreement on the part of Tenant to be kept and performed and shall be, and
become, jointly and severally liable with Tenant for the performance thereof and
(b) in case of either an assignment or subletting, Tenant shall remain primarily
liable, as principal rather than as surety, for the prompt payment of the Rent
and for the performance and observance of all of the covenants and conditions to
be performed by Tenant hereunder.

     The provisions of this SECTION 15.2 shall not be deemed a waiver of the
provisions set forth in the first paragraph of SECTION 15.1.

     15.3   PERMITTED SUBLEASE. Notwithstanding the foregoing, including,
without limitation, SECTION 15.2, but subject to the provisions of SECTION 15.4
and any other express conditions or limitations set forth herein, Tenant may, in
each instance after Notice to Landlord, sublease space at the Property for
newsstand, car rental agency, business services office, gift shop, parking
garage, health club, restaurant, bar or commissary purposes or other concessions
in furtherance of the Permitted Use, so long as such subleases (a) do not have a
term in excess of the shorter of five (5) years or the remaining Term, (b) do
not demise, (i) in the aggregate, in excess of Five Thousand (5,000) square feet
of the Hotel, or (ii) for any single sublease, in excess of One Thousand (1,000)
square feet of the Hotel, (c) will not violate or affect any Applicable Law or
any Insurance Requirement, (d) Tenant shall provide such additional insurance
coverage applicable to the activities to be conducted in such subleased space as
Landlord and the Hotel Mortgagee may reasonably require, and (e) not less than
twenty (20) days prior

                                     - 61 -
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to the date on which Tenant proposes to enter into any sublease or concession,
Tenant shall provide a copy thereof to Landlord.

     15.4   SUBLEASE LIMITATION. For so long as Landlord or any Affiliated
Person as to Landlord shall seek to qualify as a "real estate investment trust"
under the Code, anything contained in this Agreement to the contrary
notwithstanding, Tenant shall not sublet or otherwise enter into any agreement
with respect to the Hotel on any basis such that in the opinion of the Landlord
the rental or other fees to be paid by any sublessee thereunder would be based,
in whole or in part, on either (i) the income or profits derived by the business
activities of such sublessee, or (ii) any other formula such that any portion of
such sublease rental would fail to qualify as "rents from real property" within
the meaning of Section 856(d) of the Code, or any similar or successor provision
thereto.

     15.5   PERMITTED ASSIGNMENTS. Tenant shall have the right, without
Landlord's consent but subject to SECTION 20.23, to assign its interest in this
Agreement (a) to IHG or any Affiliate of IHG, (b) in connection with a merger,
corporate restructuring or consolidation of IHG or a sale of all or
substantially all of the assets of IHG and (c) in connection with a sale of all
or substantially all of the assets (including associated management agreements)
owned by IHG and its Affiliates relating to the InterContinental brand. At
Landlord's election, Tenant shall assign this Agreement to any Person who is not
an Affiliate of IHG that acquires all or substantially all of the assets of IHG
relating to the InterContinental brand and shall cause such Person to assume all
of Tenant's obligations thereafter accruing hereunder.

     15.6   SALE BY LANDLORD. Landlord shall not sell or otherwise transfer the
Property other than to an Affiliated Person of Landlord or in connection with a
sale or transfer of all the Managed Hotels permitted pursuant to the terms of
the New Management Agreement.

                                   ARTICLE 16

                              ESTOPPEL CERTIFICATES

     At any time and from time to time, but not more than a reasonable amount of
times per year, upon not less than ten (10) Business Days prior Notice by either
party, the party receiving such Notice shall furnish to the other an Officer's
Certificate certifying that this Agreement is unmodified and in full force

                                     - 62 -
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and effect (or that this Agreement is in full force and effect as modified and
setting forth the modifications), the date to which the Rent has been paid, that
no Default or an Event of Default has occurred and is continuing or, if a
Default or an Event of Default shall exist, specifying in reasonable detail the
nature thereof, and the steps being taken to remedy the same, and such
additional information as the requesting party may reasonably request. Any such
certificate furnished pursuant to this ARTICLE 16 may be relied upon by the
requesting party, its lenders and any prospective purchaser or mortgagee of the
Property or the leasehold estate created hereby.

                                   ARTICLE 17

                           LANDLORD'S RIGHT TO INSPECT

     Tenant shall permit Landlord and its authorized representatives to inspect
the Property during usual business hours upon not less than twenty-four (24)
hours' Notice and to make such repairs as Landlord is permitted or required to
make pursuant to the terms of this Agreement, provided that any inspection or
repair by Landlord or its representatives will not unreasonably interfere with
Tenant's use and operation of the Property and further provided that in the
event of an emergency, as determined by Landlord in its reasonable discretion,
prior Notice shall not be necessary.

                                   ARTICLE 18

                                    EASEMENTS

     18.1   GRANT OF EASEMENTS. Provided no Event of Default has occurred and is
continuing, Landlord will join in granting and, if necessary, modifying or
abandoning such rights-of-way, easements and other interests as may be
reasonably requested by Tenant for ingress and egress, and electric, telephone,
gas, water, sewer and other utilities so long as:

            (a) the instrument creating, modifying or abandoning any such
     easement, right-of-way or other interest is satisfactory to and approved by
     Landlord (which approval shall not be unreasonably withheld, delayed or
     conditioned); and

            (b) Landlord receives an Officer's Certificate from Tenant stating
     (i) that such grant, modification or abandonment is not detrimental to the
     proper conduct of business on such Property, (ii) the consideration, if
     any,

                                     - 63 -
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     being paid for such grant, modification or abandonment (which consideration
     shall be paid by Tenant), (iii) that such grant, modification or
     abandonment does not impair the use or value of such Property for the
     Permitted Use, and (iv) that, for as long as this Agreement shall be in
     effect, Tenant will perform all obligations, if any, of Landlord under any
     such instrument.

     18.2   EXERCISE OF RIGHTS BY TENANT. So long as no Event of Default has
occurred and is continuing, Tenant shall have the right to exercise all rights
of Landlord under the Easement Agreements and, in connection therewith, Landlord
shall execute and promptly return to Tenant such documents as Tenant shall
reasonably request. Tenant shall perform all obligations of Landlord under the
Easement Agreements.

     18.3   PERMITTED ENCUMBRANCES. Any agreements entered into in accordance
with SECTION 18.1 shall be deemed a Permitted Encumbrance.

                                   ARTICLE 19

                                 HOTEL MORTGAGES

     19.1   LANDLORD MAY GRANT LIENS. Landlord shall be entitled to encumber the
Hotel and the Property with one or more Hotel Mortgages which are expressly
subordinate to this Agreement and/or with one or more Hotel Mortgages in
accordance with the following terms and conditions:

            (a)   The loan or other debt secured by such Hotel Mortgage shall
     not be cross-collateralized with other property or hotels which are not
     managed or franchised by Tenant, IHG or their respective Affiliated
     Persons;

            (b)   the principal amount secured by such Hotel Mortgage shall not
     exceed the sum of seventy five percent (75%) (or, if less than four (4)
     Pooled FF&E Hotels secure such principal amount, sixty five percent (65%))
     of the sum of the fair market values, as of the date of the granting of
     such Hotel Mortgage, of the Pledged Hotels and the other properties
     securing such principal amount;

            (c)   as of the date of the granting of such Hotel Mortgage, the
     Debt Service Coverage Ratio associated with such loan or debt secured
     thereby shall not be less than (i) 1.4 if fewer than four (4) Pooled FF&E
     Hotels secure

                                     - 64 -
<Page>

     such loan or other debt or (ii) 1.3 if four (4) or more Pooled FF&E Hotels
     secure such loan or other debt; and

            (d)   the holder of such Hotel Mortgage shall execute and deliver to
     Tenant (Tenant agreeing to likewise execute and deliver to such holder) a
     so-called subordination, non-disturbance and attornment agreement which
     shall provide that:

            (i)   this Agreement and Tenant's rights hereunder are subject and
     subordinate to the Hotel Mortgage, the lien thereof, the rights of the
     holder thereof and to any and all advances made thereunder, interest
     thereon or costs incurred in connection therewith;

            (ii)  so long as this Agreement is in full force and effect and
     there exists no Event of Default, Tenant's rights under this Agreement
     shall not be disturbed by reason of such subordination or by reason of
     foreclosure of such Hotel Mortgage or receipt of deed in lieu of
     foreclosure;

            (iii) Tenant shall attorn to the holder or the purchaser at any such
     foreclosure or the grantee of any such deed (each, a "SUCCESSOR LANDLORD");

            (iv)  in the event of such attornment, the terms of this Agreement
     binding on Landlord and Tenant shall continue in full force and effect as a
     direct agreement between such Successor Landlord and Tenant, upon all the
     terms, conditions and covenants set forth herein, except that the Successor
     Landlord shall not be (A) bound by any payment of Rent in advance of when
     due; (B) bound by any amendment or modification of this Agreement made
     after the date that Tenant first had written notice of such Hotel Mortgage
     without the consent of the holder thereof; (C) liable in any way to Tenant
     for any act or omission, neglect or default on the part of Landlord under
     this Agreement; (D) obligated to perform any work or improvements to be
     done by Landlord or to make any advances except for those advances to be
     made pursuant to SECTION 5.1.3 (b) from and after the date on which such
     Successor Landlord acquired the Hotel; or (E) subject to any counterclaim
     or setoff which theretofore accrued to Tenant against Landlord;

            (v)   in the event of a casualty or Condemnation affecting the Hotel
     which does not result in the

                                     - 65 -
<Page>

     termination of this Agreement with respect to the Hotel, the net insurance
     proceeds or Award shall be applied to the restoration of the Hotel as
     herein provided;

            (vi)  such other terms as are customary for similar agreements; and

            (vii) if the Portfolio Owner exercises its right under the New
     Management Agreement to cause the Pledged Hotels which are Managed Hotels
     to be managed pursuant to a separate management agreement pursuant to the
     terms of Section 4.3(b) of the New Management Agreement, the parties shall
     make appropriate allocations in the FF&E Reserve and any outstanding
     advances made by Landlord, Tenant or their respective Affiliated Person so
     that the obligations allocable to the Pooled FF&E Hotels subject to a Hotel
     Mortgage shall not be due from the other Pooled FF&E Hotels and VICE VERSA.
     Without the consent of Tenant, the holder of any Hotel Mortgage shall have
     the right to elect to be subject and subordinate to this Agreement, such
     subordination to be effective upon such terms and conditions as such holder
     may direct which are not inconsistent with the provisions hereof.

     Tenant shall be entitled to pay any overdue regularly scheduled payments of
interest and principal on any Hotel Mortgage encumbering the Hotel and offset
amounts so paid against the Rent due hereunder.

     19.2   NOTICE TO MORTGAGEE AND SUPERIOR LANDLORD. Subsequent to the receipt
by Tenant of Notice from Landlord as to the identity of the Hotel Mortgagee, no
Notice from Tenant to Landlord as to a default by Landlord under this Agreement
shall be effective with respect to the Hotel Mortgagee unless and until a copy
of the same is given to the Hotel Mortgagee at the address set forth in the
above described Notice, and the curing of any of Landlord's defaults within the
applicable notice and cure periods set forth in ARTICLE 14 by the Hotel
Mortgagee shall be treated as performance by Landlord.

                                   ARTICLE 20

                                  MISCELLANEOUS

     20.1   LIMITATION ON PAYMENT OF RENT. All agreements between Landlord and
Tenant herein are hereby expressly limited so that in no contingency or event
whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the
Rent or any other

                                     - 66 -
<Page>

amounts payable to Landlord under this Agreement exceed the maximum amount
permissible under Applicable Law, the benefit of which may be asserted by Tenant
as a defense, and if, from any circumstance whatsoever, fulfillment of any
provision of this Agreement, at the time performance of such provision shall be
due, shall involve transcending the limit of validity prescribed by law, or if
from any circumstances Landlord should ever receive as fulfillment of such
provision such an excessive amount, then, IPSO FACTO, the amount which would be
excessive shall be applied to the reduction of the installment(s) of Minimum
Rent next due and not to the payment of such excessive amount. This provision
shall control every other provision of this Agreement and any other agreements
between Landlord and Tenant.

     20.2   NO WAIVER. No failure by Landlord or Tenant to insist upon the
strict performance of any term hereof or to exercise any right, power or remedy
consequent upon a breach thereof, and no acceptance of full or partial payment
of Rent during the continuance of any such breach, shall constitute a waiver of
any such breach or of any such term. To the maximum extent permitted by law, no
waiver of any breach shall affect or alter this Agreement, which shall continue
in full force and effect with respect to any other then existing or subsequent
breach.

     20.3   REMEDIES CUMULATIVE. To the maximum extent permitted by law, each
legal, equitable or contractual right, power and remedy of Landlord or Tenant,
now or hereafter provided either in this Agreement or by statute or otherwise,
shall be cumulative and concurrent and shall be in addition to every other
right, power and remedy and the exercise or beginning of the exercise by
Landlord or Tenant (as applicable) of any one or more of such rights, powers and
remedies shall not preclude the simultaneous or subsequent exercise by Landlord
of any or all of such other rights, powers and remedies.

     20.4   SEVERABILITY. Any clause, sentence, paragraph, section or provision
of this Agreement held by a court of competent jurisdiction to be invalid,
illegal or ineffective shall not impair, invalidate or nullify the remainder of
this Agreement, but rather the effect thereof shall be confined to the clause,
sentence, paragraph, section or provision so held to be invalid, illegal or
ineffective, and this Agreement shall be construed as if such invalid, illegal
or ineffective provisions had never been contained therein.

     20.5   ACCEPTANCE OF SURRENDER. No surrender to Landlord of this Agreement
or of the Property or any part thereof, or of any

                                     - 67 -
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interest therein, shall be valid or effective unless agreed to and accepted in
writing by Landlord and no act by Landlord or any representative or agent of
Landlord, other than such a written acceptance by Landlord, shall constitute an
acceptance of any such surrender.

     20.6   NO MERGER OF TITLE. It is expressly acknowledged and agreed that it
is the intent of the parties that there shall be no merger of this Agreement or
of the leasehold estate created hereby by reason of the fact that the same
Person may acquire, own or hold, directly or indirectly, this Agreement or the
leasehold estate created hereby and the fee estate or ground landlord's interest
in the Property.

     20.7   CONVEYANCE BY LANDLORD. If Landlord or any successor owner of all or
any portion of the Property shall convey all or any portion of the Property in
accordance with the terms hereof other than as security for a debt, and the
grantee or transferee of such of the Property shall expressly assume all
obligations of Landlord hereunder arising or accruing from and after the date of
such conveyance or transfer, Landlord or such successor owner, as the case may
be, shall thereupon be released from all future liabilities and obligations of
Landlord under this Agreement with respect to such of the Property arising or
accruing from and after the date of such conveyance or other transfer and all
such future liabilities and obligations shall thereupon be binding upon the new
owner.

     20.8   QUIET ENJOYMENT. Upon Tenant's payment of the Rent reserved herein,
Tenant shall peaceably and quietly have, hold and enjoy the Property for the
Term, free of hindrance or molestation by Landlord or anyone claiming by,
through or under Landlord, but subject to (a) any Hotel Mortgage or otherwise
permitted to be created by Landlord hereunder, (b) all Permitted Encumbrances,
(c) liens as to obligations of Landlord that are either not yet due or which are
being contested in good faith and by proper proceedings, provided the same do
not materially interfere with Tenant's ability to operate the Hotel and (d)
liens that have been consented to in writing by Tenant. Except as otherwise
provided in this Agreement, no failure by Landlord to comply with the foregoing
covenant shall give Tenant any right to cancel or terminate this Agreement or
abate, reduce or make a deduction from or offset against the Rent or any other
sum payable under this Agreement or to fail to perform any other obligation of
Tenant hereunder.

     20.9   RECORDATION OF LEASE. This Agreement shall be recorded in the form
of a Deed of Lease, a memorandum of lease

                                     - 68 -
<Page>

or such other abbreviated form as may be recordable at the Puerto Rico Registry
of Property.

     20.10  NOTICES.

        (a) Any and all notices, demands, consents, approvals, offers,
     elections and other communications required or permitted under this
     Agreement shall be deemed adequately given if in writing and the same shall
     be delivered either in hand, by telecopier with written acknowledgment of
     receipt, or by mail or Federal Express or similar expedited commercial
     carrier, addressed to the recipient of the notice, postpaid and registered
     or certified with return receipt requested (if by mail), or with all
     freight charges prepaid (if by Federal Express or similar carrier).

        (b) All notices required or permitted to be sent hereunder shall be
     deemed to have been given for all purposes of this Agreement upon the date
     of acknowledged receipt, in the case of a notice by telecopier, and, in all
     other cases, upon the date of receipt or refusal, except that whenever
     under this Agreement a notice is either received on a day which is not a
     Business Day or is required to be delivered on or before a specific day
     which is not a Business Day, the day of receipt or required delivery shall
     automatically be extended to the next Business Day.

        (c) All such notices shall be addressed, if to Landlord:

        c/o Hospitality Properties Trust
        400 Centre Street
        Newton, Massachusetts 02458
        Attn: Mr. John G. Murray
        [Telecopier No. (617) 969-5730]

     with a copy to:

        Sullivan & Worcester LLP
        One Post Office Square
        Boston, Massachusetts 02109
        Attn: Warren M. Heilbronner, Esq.
        [Telecopier No. (617) 338-2880]

                                     - 69 -
<Page>

     if to Tenant to:

        c/o InterContinental Hotels Group
        Three Ravinia Drive, Suite 100
        Atlanta, Georgia  30346
        Attn: Robert Chitty
        [Facsimile: (770) 604-5321]

     with a copy to:  InterContinental Hotels Group
                      Resources, Inc.
                      c/o Six Continents Hotels, Inc.
                      Three Ravinia Drive, Suite 100
                      Atlanta, Georgia 30346
                      Attn: General Counsel -  Operations
                      Facsimile: 770-604-5802

     with a copy to:  Alston & Bird LLP
                      One Atlantic Center
                      1201 West Peachtree Street
                      Atlanta, Georgia 30309
                      Attn: Timothy Pakenham, Esq.
                      Facsimile: 404-253-8885

        (d) By notice given as herein provided, the parties hereto and their
     respective successor and assigns shall have the right from time to time and
     at any time during the term of this Agreement to change their respective
     addresses effective upon receipt by the other parties of such notice and
     each shall have the right to specify as its address any other address
     within the United States of America.

     20.11  TRADE AREA RESTRICTION. Notwithstanding anything to the contrary in
this Agreement, prior to the fifth (5th) anniversary of the Commencement Date,
neither Tenant nor any Affiliated Person as to Tenant will acquire, own, manage,
operate or open any hotel as an "InterContinental" hotel nor shall Tenant or any
such Affiliated Person authorize a third party to operate or open any hotel as
an "InterContinental" hotel within the restricted area depicted on EXHIBIT B
unless such hotel (i) is owned or leased by Landlord or its Affiliate, (ii) is
owned, operated, managed, franchised or under development on the Commencement
Date and has been specifically approved by Landlord in writing at or prior to
the time of the execution of the Purchase Agreement or replaces any such hotel,
provided such replacement hotel is not first opened after such time and does not
have more than ten percent (10%) more guest

                                     - 70 -
<Page>

rooms than the original hotel which it replaces, or (iii) is part of an
acquisition by Tenant or its Affiliates of an interest (including an interest as
a franchisor) in a chain or group of not less than five (5) comparable full
service hotels (such acquisition to occur in a single transaction or a series of
related transactions). The terms of this SECTION 20.11 shall apply only to
"InterContinental" hotels and shall not in any way restrict the ownership,
management, franchising or operation of other brands or flags of any hotels
owned or operated by Tenant or its Affiliates within the State.

     20.12  CONSTRUCTION. Anything contained in this Agreement to the contrary
notwithstanding, all claims against, and liabilities of, Tenant or Landlord
arising prior to any date of termination or expiration of this Agreement with
respect to the Property shall survive such termination or expiration. In no
event shall Landlord be liable for any consequential damages suffered by Tenant
as the result of a breach of this Agreement by Landlord. Neither this Agreement
nor any provision hereof may be changed, waived, discharged or terminated except
by an instrument in writing signed by the party to be charged. All the terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. Each term or
provision of this Agreement to be performed by Tenant shall be construed as an
independent covenant and condition. Time is of the essence with respect to the
provisions of this Agreement. Except as otherwise set forth in this Agreement,
any obligations of Tenant (including without limitation, any monetary, repair
and indemnification obligations) and Landlord shall survive the expiration or
sooner termination of this Agreement.

     20.13  COUNTERPARTS; HEADINGS. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original, but which, when
taken together, shall constitute but one instrument and shall become effective
as of the date hereof when copies hereof, which when taken together bear the
signatures of each of the parties hereto, shall have been signed. Headings in
this Agreement are for purposes of reference only and shall not limit or affect
the meaning of the provisions hereof.

     20.14  APPLICABLE LAW, ETC. This Agreement shall be interpreted, construed,
applied and enforced in accordance with the laws of the Commonwealth of Puerto
Rico applicable to contracts between residents of Puerto Rico which are to be
performed entirely within Puerto Rico, regardless of (i) where this Agreement is
executed or delivered; or (ii) where any

                                     - 71 -
<Page>

payment or other performance required by this Agreement is made or required to
be made; or (iii) where any breach of any provision of this Agreement occurs, or
any cause of action otherwise accrues; or (iv) where any action or other
proceeding is instituted or pending; or (v) the nationality, citizenship,
domicile, principal place of business, or jurisdiction of organization or
domestication of any party; or (vi) whether the laws of the forum jurisdiction
otherwise would apply the laws of a jurisdiction other than Puerto Rico; or
(vii) any combination of the foregoing. Notwithstanding the foregoing, the laws
of the State shall apply to the perfection and priority of liens upon and the
disposition of the Property.

     To the maximum extent permitted by Applicable Law, any action to enforce,
arising out of, or relating in any way to, any of the provisions of this
Agreement may be brought and prosecuted in such court or courts located in the
Commonwealth of Puerto Rico as is provided by law; and the parties consent to
the jurisdiction of said court or courts located in the Commonwealth of Puerto
Rico and to service of process by registered mail, return receipt requested, or
by any other manner provided by law.

     20.15  RIGHT TO MAKE AGREEMENT. Each party warrants, with respect to
itself, that neither the execution of this Agreement, nor the consummation of
any transaction contemplated hereby, shall violate any provision of any law, or
any judgment, writ, injunction, order or decree of any court or governmental
authority having jurisdiction over it; nor result in or constitute a breach or
default under any indenture, contract, other commitment or restriction to which
it is a party or by which it is bound; nor require any consent, vote or approval
which has not been given or taken, or at the time of the transaction involved
shall not have been given or taken. Each party covenants that it has and will
continue to have, throughout the term of this Agreement and any extensions
thereof, the full right to enter into this Agreement and perform its obligations
hereunder.

     20.16  NONRECOURSE. Nothing contained in this Agreement shall be construed
to impose any liabilities or obligations on Tenant's or Landlord's shareholders,
officers, directors, agents or employees (or any shareholders, officers,
directors, agents or employees of any of the foregoing) for the performance of
the obligations of Landlord or Tenant hereunder.

     20.17  ATTORNEYS' FEES. If any lawsuit or arbitration or other legal
proceeding arises in connection with the

                                     - 72 -
<Page>

interpretation or enforcement of this Agreement, the prevailing party therein
shall be entitled to receive from the other party the prevailing party's costs
and expenses, including reasonable attorneys' fees incurred in connection
therewith, in preparation therefor and on appeal therefrom, which amounts shall
be included in any judgment therein.

     20.18  SECURITIES FILINGS. Tenant shall cooperate with Landlord in
connection with the preparation of any documents Landlord or a Landlord
Affiliated Party files under the United States Securities Act of 1933 or the
United States Securities Exchange Act of 1934 and shall use commercially
reasonable efforts to provide Landlord with financial statements and other
financial information that Landlord requests relating to periods prior to the
Commencement Date and to obtain consents from Tenant's independent accountants
in connection therewith.

     20.19  ARBITRATION.

        (a) Whenever in this Agreement it is provided that a dispute is to
     be resolved by an Arbitration, such dispute shall be finally resolved
     pursuant to an arbitration before a panel of three (3) arbitrators who will
     conduct the arbitration proceeding in accordance with the provisions of
     this Agreement and the rules of the American Arbitration Association.
     Unless otherwise mutually agreed by Tenant and Landlord, the arbitration
     proceedings will be conducted in New York, New York. All arbitrators
     appointed by or on behalf of either party shall be independent persons with
     recognized expertise in the operation of hotels of similar size and class
     as the Hotel with not less than five (5) years' experience in the hotel
     industry. The party desiring arbitration will give Notice to that effect to
     the other party, specifying in such Notice the name, address and
     professional qualifications of the person designated as arbitrator on its
     behalf. Within fifteen (15) days after service of such Notice, the other
     party will give Notice to the party desiring such arbitration specifying
     the name, address and professional qualifications of the person designated
     to act as arbitrator on its behalf. The two arbitrators will, within
     fifteen (15) days thereafter, select a third, neutral arbitrator. As soon
     as possible after the selection of the third arbitrator, and no later than
     fifteen (15) days thereafter, the parties will submit their positions on
     each disputed item in writing to the three arbitrators. The decision of the
     arbitrators so chosen shall be given within a period of twenty (20) days
     after the appointment of such third arbitrator. The

                                     - 73 -
<Page>

     arbitrators must, by majority vote, agree upon and approve the substantive
     position of either Tenant or Landlord with respect to each disputed item,
     and are not authorized to agree upon or impose any other substantive
     position which has not been presented to the arbitrators by Tenant or
     Landlord. It is the intention of the parties that the arbitrators rule only
     on the substantive positions submitted to them by the parties and the
     arbitrators are not authorized to render rulings which are a compromise as
     to any such substantive position. A decision in which any two (2)
     arbitrators so appointed and acting hereunder concur in writing with
     respect to each disputed item shall in all cases be binding and conclusive
     upon Tenant or Landlord and a copy of said decision shall be forwarded to
     the parties. The parties will request that the arbitrators assess the costs
     and expenses of the Arbitration and their fees against the parties based on
     a finding as to which parties substantive positions were not upheld.
     Otherwise the fees and expenses of the arbitration will be treated as an
     Operating Cost and paid by Tenant unless otherwise determined by the
     arbitrators.

        (b) If the party receiving a request for Arbitration fails to
     appoint its arbitrator within the time above specified, or if the two
     arbitrators so selected cannot agree on the selection of the third
     arbitrator within the time above specified, then either party, on behalf of
     both parties, may request such appointment of such second or third
     arbitrator, as the case may be, by application to any judge of any court in
     New York County, New York of competent jurisdiction upon ten (10) days'
     prior Notice to the other party of such intent.

        (c) If there shall be a dispute with respect to whether a party has
     unreasonably withheld, conditioned or delayed its consent with respect to a
     matter for which such party has agreed herein not to unreasonably withhold
     its consent, such dispute shall be resolved by Arbitration.

     20.20  TAX EXEMPTION DECREE. Without limiting Tenant's obligations
hereunder or at law with respect to the Tax Exemption Decree, Landlord shall use
commercially reasonable efforts not to violate the requirements of the Tax
Exemption Decree imposed on Landlord. Except as contemplated in the Purchase
Agreement, neither Tenant nor Landlord shall amend, modify or otherwise alter
the Tax Exemption Decree without the consent of the other, which consent shall
not be unreasonably withheld. Tenant and Landlord shall each comply with any

                                     - 74 -
<Page>

reasonable request made by the other to execute and deliver any document which
may be necessary or convenient (i) to maintain the Tax Exemption Decree in full
force and effect, (ii) to give effect to the terms of SECTION 3.1.3 (e) and
allocate as much as practicable the responsibility for the obligations described
in such Section to Tenant's portion of the Tax Exemption Decree, and (iii) so
that the Tax Exemption Decree does not impose any obligation or other term upon
Landlord which (after giving effect to the terms of this Agreement) would
adversely affect the qualification of the Rent and other amounts payable by
Tenant hereunder as "rents from real property" within the meaning of Section
856(d) of the Code. Tenant shall be and remain an "exempt business" as defined
in Section 2(m) of the Puerto Rico Tourism Development Act of 1993.

     20.21  COOPERATION. Landlord and Tenant agree, upon request of the other,
to use commercially reasonable efforts to (a) obtain any certificate or other
document from any Governmental Agency (including, but not limited to, tax
exemptions or concessions under the Tax Exemption Decree) as may be necessary to
mitigate, reduce or eliminate any Imposition or Landlord Tax that could be
imposed and (b) mitigate the effects of the expiration or termination of the Tax
Exemption Decree not due to the fault of the requesting party.

     20.22  PRIVATE LETTER RULING. As soon as practicable after the date hereof,
Landlord shall apply to the Internal Revenue Service for a private letter ruling
to the effect that the Additional Rent reserved hereunder qualifies as "rents
from real property" within the meaning of Section 856(d) of the Code. If
Landlord does not obtain a favorable letter ruling to such effect within six (6)
months after the date hereof, then Landlord and Tenant shall renegotiate, in
good faith, the provisions hereof relating to Additional Rent so that the same
qualifies as "rents from real property" within the meaning of Section 856(d) of
the Code with the intent that Landlord receive approximately the same level of
overall Additional Rent as would have obtained if the Additional Rent provisions
were not renegotiated.

     20.23  AFFILIATED MANAGER. For so long as Landlord or any Affiliated Person
as to Landlord shall seek to qualify as a "real estate investment trust" under
the Code, Tenant: (i) shall remain taxable under the Code as an association
taxable as a corporation; (ii) shall not become a direct or indirect subsidiary
of InterContinental Hotels Group Resources, Inc. or of any Portfolio Manager;
(iii) shall not permit either InterContinental Hotels Groups Resources, Inc. or
any Portfolio

                                     - 75 -
<Page>

Manager to become its direct or indirect subsidiary; and (iv) shall not be
reorganized, restructured, combined, merged or amalgamated with any Affiliated
Person (as to Tenant) in such manner that any such Affiliated Person would, or
in Landlord's judgment could be expected to, adversely affect (including, e.g.,
by application of any Person's actual "disregarded entity" status under the
Code) any status such Affiliated Person (as to Tenant) may have as a Code
Section 856(d)(9)(A) "eligible independent contractor" at a Code Section
856(d)(9)(D) "qualified lodging facility" owned or leased by Landlord (or any
Affiliated Person as to Landlord).

                            [Signature page follows]

                                     - 76 -
<Page>

     IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed
instrument as of the date above first written.

                                         LANDLORD:

                                         HPT IHG PR, INC.


                                         By:
                                            -----------------------------------
                                               John G. Murray
                                               President


                                         TENANT:

                                         INTERCONTINENTAL HOTELS (PUERTO
                                         RICO) INC.


                                         By:
                                            -----------------------------------
                                                Robert J. Chitty
                                                Vice President


COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK


On this ____ day of February, 2005, before me, the undersigned notary public,
personally appeared John G. Murray, President of HPT IHG PR, INC., a Puerto Rico
corporation, proved to me through satisfactory evidence of identification, which
was _______________________ (state form of identification), to be the person
whose name is signed on the preceding or attached document, and acknowledged to
me that he signed it voluntarily for its stated purpose.


                                    -------------------------------------------
                                    (affix official signature and seal of
                                    notary)

<Page>

COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK


On this ____ day of February, 2005, before me, the undersigned notary public,
personally appeared Robert J. Chitty, Vice President of INTERCONTINENTAL HOTELS
(PUERTO RICO) INC., a Puerto Rico corporation, proved to me through satisfactory
evidence of identification, which was _______________________ (state form of
identification), to be the person whose name is signed on the preceding or
attached document, and acknowledged to me that he signed it voluntarily for its
stated purpose.


                                    -------------------------------------------
                                    (affix official signature and seal of
                                    notary)

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                        Page
                                                                        ----
<S>                                                                     <C>


</Table>

                                    EXHIBIT A


                                    THE LAND

                                       -i-
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                        Page
                                                                        ----
<S>                                                                     <C>


</Table>

                                   EXHIBIT B

                             TRADE AREA RESTRICTION

                                      -ii-
<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                             Page
                                                                             ----
<S>                                                                            <C>
ARTICLE 1  DEFINITIONS..........................................................1
     1.1     Additional Charges.................................................1
     1.2     Additional Rent....................................................1
     1.3     Affiliate or Affiliated Person.....................................2
     1.4     Agreed Upon Procedure Letter.......................................2
     1.5     Agreement..........................................................3
     1.6     Applicable Law.....................................................3
     1.7     Applicable Percentage..............................................3
     1.8     Arbitration........................................................3
     1.9     Award..............................................................3
     1.10    Base Total Hotel Sales.............................................4
     1.11    Base Year..........................................................4
     1.12    Business Day.......................................................4
     1.13    Capital Addition...................................................4
     1.14    Capital Expenditure................................................4
     1.15    Capital Replacements...............................................4
     1.16    Claim..............................................................4
     1.17    Code...............................................................4
     1.18    Commencement Date..................................................5
     1.19    Condemnation.......................................................5
     1.20    Condemnor..........................................................5
     1.21    Consumer Price Index...............................................5
     1.22    Debt Service Coverage Ratio........................................5
     1.23    Default............................................................5
     1.24    Disbursement Rate..................................................5
     1.25    Easement Agreement.................................................5
     1.26    Entity.............................................................6
     1.27    Environment........................................................6
     1.28    Environmental Laws.................................................6
     1.29    Event of Default...................................................6
     1.30    Excess Total Hotel Sales...........................................6
     1.31    Expiration Date....................................................7
     1.32    Extended Terms.....................................................7
     1.33    FF&E Estimate......................................................7
     1.34    FF&E Reserve.......................................................7
     1.35    Financial Officer's Certificate....................................7
     1.36    Fiscal Month.......................................................7
     1.37    Fiscal Year........................................................7
     1.38    Fixed Term.........................................................7
     1.39    Fixtures...........................................................7
     1.40    GAAP...............................................................7
     1.41    Government Agencies................................................7
     1.42    Guarantor..........................................................8
     1.43    Guaranty...........................................................8
</Table>

                                       -i-
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                             Page
                                                                             ----
     <S>                                                                       <C>
     1.44    Hazardous Substances...............................................8
     1.45    Hotel..............................................................9
     1.46    Hotel Mortgage.....................................................9
     1.47    Hotel Mortgagee....................................................9
     1.48    IHG................................................................9
     1.49    Impositions........................................................9
     1.50    Insurance Requirements............................................10
     1.51    Interest Rate.....................................................10
     1.52    Land..............................................................10
     1.53    Landlord..........................................................10
     1.54    Landlord Liens....................................................10
     1.55    Lease Year........................................................11
     1.56    Leased Improvements...............................................11
     1.57    Leased Intangible Property........................................11
     1.58    Leased Personal Property..........................................12
     1.59    Lien..............................................................12
     1.60    Managed Hotels....................................................12
     1.61    Material Repair...................................................12
     1.62    Minimum Rent......................................................12
     1.63    New Management Agreement..........................................12
     1.64    NOI...............................................................12
     1.65    Notice............................................................13
     1.66    Officer's Certificate.............................................13
     1.67    Operating Costs...................................................13
     1.68    Parent............................................................14
     1.69    Permitted Encumbrances............................................14
     1.70    Permitted Use.....................................................14
     1.71    Person............................................................14
     1.72    Pledged Hotels....................................................14
     1.73    Pooled FF&E Hotel.................................................14
     1.74    Portfolio Manager.................................................14
     1.75    Portfolio Purchaser...............................................14
     1.76    Portfolio Owner...................................................14
     1.77    Property..........................................................15
     1.78    Purchase Agreement................................................15
     1.79    Records...........................................................15
     1.80    Repairs...........................................................15
     1.81    Rent..............................................................15
     1.82    SEC...............................................................15
     1.83    Specially Designated or Blocked Person............................15
     1.84    State.............................................................15
     1.85    Subsidiary........................................................15
     1.86    Successor Landlord................................................15
     1.87    System Fees.......................................................15
</Table>

                                      -ii-
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                             Page
                                                                             ----
<S>                                                                            <C>
     1.88    Tax Exemption Decree..............................................16
     1.89    Tenant............................................................16
     1.90    Tenant Management Agreement.......................................16
     1.91    Tenant Manager....................................................16
     1.92    Tenant's Personal Property........................................16
     1.93    Term..............................................................16
     1.94    Total Hotel Sales.................................................16
     1.95    Uniform System of Accounts........................................17
     1.96    Unsuitable for Its Permitted Use..................................17
     1.97    Work..............................................................18
ARTICLE 2  PROPERTY AND TERM...................................................18
     2.1     Property..........................................................18
     2.2     Condition of Property.............................................19
     2.3     Fixed Term........................................................19
     2.4     Extended Term.....................................................20
ARTICLE 3  RENT................................................................20
     3.1     Rent..............................................................20
     3.2     Late Payment of Rent, Etc.........................................26
     3.3     Net Lease.........................................................27
     3.4     No Termination, Abatement, Etc....................................27
     3.5     Waiver............................................................28
ARTICLE 4  USE OF THE PROPERTY.................................................28
     4.1     Permitted Use.....................................................28
     4.2     Compliance with Legal/Insurance Requirements, Etc.................29
     4.3     Environmental Matters.............................................29
ARTICLE 5  MAINTENANCE AND REPAIRS.............................................31
     5.1     Maintenance and Repair............................................31
     5.2     Tenant's Personal Property........................................36
     5.3     At End Of Term....................................................36
     5.4     Tenant Management Agreement.......................................39
ARTICLE 6  IMPROVEMENTS, ETC...................................................40
     6.1     Material Repairs..................................................40
     6.2     Emergency Expenditures............................................40
     6.3     No Tie-In.........................................................41
ARTICLE 7  LIENS...............................................................41
     7.1     Liens.............................................................41
     7.2     Landlord's Lien...................................................41
ARTICLE 8  PERMITTED CONTESTS..................................................42
ARTICLE 9  INSURANCE AND INDEMNIFICATION.......................................43
     9.1     General Insurance Requirements....................................43
     9.2     Replacement Cost..................................................44
     9.3     Waiver of Subrogation.............................................44
     9.4     Form Satisfactory, Etc............................................45
     9.5     Blanket Policy....................................................45
</Table>

                                      -iii-
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                             Page
                                                                             ----
<S>                                                                            <C>
     9.6     No Separate Insurance.............................................46
     9.7     Indemnification of Landlord.......................................46
ARTICLE 10 CASUALTY............................................................47
     10.1    Insurance Proceeds................................................47
     10.2    Damage or Destruction.............................................47
     10.3    Damage Near End of Term...........................................49
     10.4    Tenant's Property.................................................50
     10.5    Restoration of Tenant's Property..................................50
     10.6    No Abatement of Rent..............................................50
     10.7    Waiver............................................................50
ARTICLE 11 CONDEMNATION........................................................51
     11.1    Total Condemnation, Etc...........................................51
     11.2    Partial Condemnation..............................................51
     11.3    Abatement of Rent.................................................52
     11.4    Temporary Condemnation............................................52
     11.5    Condemnation Near End of Term.....................................53
     11.6    Allocation of Award...............................................53
ARTICLE 12 DEFAULTS AND REMEDIES...............................................53
     12.1    Events of Default.................................................53
     12.2    Remedies..........................................................55
     12.3    Waiver............................................................57
     12.4    Application of Funds..............................................57
     12.5    Landlord's Right to Cure Tenant's Default.........................57
ARTICLE 13 HOLDING OVER........................................................58
ARTICLE 14 LANDLORD'S DEFAULT..................................................58
ARTICLE 15 SUBLETTING AND ASSIGNMENT...........................................59
     15.1    Subletting and Assignment.........................................59
     15.2    Required Sublease Provisions......................................60
     15.3    Permitted Sublease................................................61
     15.4    Sublease Limitation...............................................62
     15.5    Permitted Assignments.............................................62
     15.6    Sale by Landlord..................................................62
ARTICLE 16 ESTOPPEL CERTIFICATES...............................................62
ARTICLE 17 LANDLORD'S RIGHT TO INSPECT.........................................63
ARTICLE 18 EASEMENTS...........................................................63
     18.1    Grant of Easements................................................63
     18.2    Exercise of Rights by Tenant......................................64
     18.3    Permitted Encumbrances............................................64
ARTICLE 19 HOTEL MORTGAGES.....................................................64
     19.1    Landlord May Grant Liens..........................................64
     19.2    Notice to Mortgagee and Superior Landlord.........................66
ARTICLE 20 MISCELLANEOUS.......................................................66
     20.1    Limitation on Payment of Rent.....................................66
     20.2    No Waiver.........................................................67
</Table>

                                      -iv-
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                             Page
                                                                             ----
     <S>                                                                       <C>
     20.3    Remedies Cumulative...............................................67
     20.4    Severability......................................................67
     20.5    Acceptance of Surrender...........................................67
     20.6    No Merger of Title................................................68
     20.7    Conveyance by Landlord............................................68
     20.8    Quiet Enjoyment...................................................68
     20.9    Recordation of Lease..............................................68
     20.10   Notices...........................................................69
     20.11   Trade Area Restriction............................................70
     20.12   Construction......................................................71
     20.13   Counterparts; Headings............................................71
     20.14   Applicable Law, Etc...............................................71
     20.15   Right to Make Agreement...........................................72
     20.16   Nonrecourse.......................................................72
     20.17   Attorneys' Fees...................................................72
     20.18   Securities Filings................................................73
     20.19   Arbitration.......................................................73
     20.20   Tax Exemption Decree..............................................74
     20.21   Cooperation.......................................................75
     20.22   Private Letter Ruling.............................................75
     20.23   Affiliated Manager................................................75
</Table>

                                       -v-

<Page>

                                    EXHIBIT C

                            INDEMNIFICATION AGREEMENT

<Page>

                            INDEMNIFICATION AGREEMENT

     THIS INDEMNIFICATION AGREEMENT (this "AGREEMENT"), is made as of this __day
of February __, 2005, by SIX CONTINENTS INTERNATIONAL HOLDINGS B.V., a
Netherlands closed limited liability company ("SELLER"), HOLIDAY HOSPITALITY
FRANCHISING, INC., a Delaware corporation ("HHF"), and HPT IHG-2 PROPERTIES
TRUST, a Maryland real estate investment trust ("BUYER").

                              W I T N E S S E T H:

     WHEREAS, Seller owns all of the issued and outstanding shares of common
stock, with a par value of $100 per share (the "COMPANY SHARES"), of Crowne
Plaza (Puerto Rico), Inc., a corporation organized under the laws of the
Commonwealth of Puerto Rico (the "COMPANY");

     WHEREAS, the Company is the owner of the InterContinental San Juan Resort
and Casino in San Juan, Puerto Rico (the "HOTEL"), and certain other related
assets;

     WHEREAS, all of the Company Shares are being sold pursuant to an Amended
and Restated Stock Purchase Agreement between Buyer and Seller dated as of
February __, 2005 (the "PR PURCHASE AGREEMENT");

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     1.     DEFINITIONS.  All capitalized terms used in this Agreement, but not
otherwise defined shall have the meaning ascribed to such terms in the PR
Purchase Agreement. In addition, the following definitions shall apply for
purposes of this Agreement:

     "AFFILIATE" with respect to a person, means a person that controls, is
controlled by or is under common control with such person.

     "BENEFIT ARRANGEMENT" means an employment, severance or similar contract,
arrangement or policy (written or oral) and each plan or arrangement providing
for severance, insurance coverage (including any self-insured arrangements),
workers' compensation, disability benefits, supplemental unemployment benefits,
vacation benefits, pension or retirement benefits or for deferred compensation,
profit-sharing, bonuses, phantom stock, stock options, stock appreciation rights
or other forms of incentive compensation or post-retirement insurance,
compensation or benefits that (i) is not an Employee Plan, (ii) is entered into,
maintained or contributed to, as the case may be, by the Company or any of its
ERISA Affiliates and (iii) covers any Employee or former Employee of the
Company.

     "CLOSING TAX YEAR" shall mean the tax year in which the Closing Date
occurs.

     "CODE" means the Internal Revenue Code of 1986, as amended, and the rules
and regulations thereunder, all as from time to time in effect, and any
successor laws thereto.

<Page>

     "DAMAGES" means Liens, damages, losses, Liabilities, obligations,
settlement payments, penalties, assessments, citations, directives, claims,
litigation, demands, defenses, judgments, suits, proceedings, costs,
disbursements or expenses of any kind or of any nature whatsoever (including,
without limitation, attorneys', consultants' and experts' fees and disbursements
incurred in investigating, defending against, settling or prosecuting any claim,
litigation or proceeding or in seeking payment of amounts owed under this
Agreement).

     "EMPLOYEE" means any employee of the Company.

     "EMPLOYEE PLAN" means each "employee benefit plan," as such term is defined
in Section 3(3) of ERISA, that (i) is subject to any provision of ERISA, (ii) is
maintained or contributed to by the Company or any of its ERISA Affiliates, and
(iii) covers any Employee or former Employee of the Company.

     "ENVIRONMENT" means any and all environmental media, including without
limitation ambient air, surface water, ground water, drinking water supply, land
surface or subsurface, soil or strata, and also means any indoor location.

     "ENVIRONMENTAL LAW" means any and all federal, state, Commonwealth of
Puerto Rico, local and foreign statutes, laws (including common or case law),
regulations, ordinances, rules, judgments, judicial decisions, orders, decrees,
codes, plans, injunctions, or governmental restrictions, whether now existing or
hereafter enacted, issued or promulgated, relating to the protection of human
health or safety or the Environment or to emissions, discharges or Releases of
any Hazardous Substance into the Environment, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, management or handling of any Hazardous Substance or the containment,
removal or remediation thereof.

     "ENVIRONMENTAL LIABILITIES" means any and all liabilities arising in
connection with or in any way relating to the Property, whether contingent or
fixed, actual or potential, known or unknown, which arise under or relate to
matters governed by Environmental Law and arise from or relate in any way to
actions occurring or conditions existing on or before the Closing Date,
including without limitation, the disposal of Hazardous Substances generated at
or transported from the Property.

     "ENVIRONMENTAL PERMITS" means any and all governmental permits, licenses,
concessions, grants, franchises, agreements, authorizations, registrations,
notices of intent or other governmental approvals or filings issued or required
under any Environmental Law.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA AFFILIATE" of any entity means any other entity that, together with
such entity, would be treated as a single employer under Section 414 of the Code
or Section 4001 of ERISA.

     "HAZARDOUS SUBSTANCE" shall have the meaning ascribed to such term in the
Hotel Lease Agreement.

                                      - 2 -
<Page>

     "INDEMNIFIED PARTIES" means the Buyer, Hospitality Properties Trust, a
Maryland real estate investment trust, the Company (following the Closing), each
of their respective Affiliates, each of their respective shareholders,
directors, trustees, officers, employees and agents, and the successors and
assigns of any of them; and "Indemnified Party" shall mean any one of the
Indemnified Parties.

     "INDEMNIFYING PARTIES" means Seller and HHF.

     "PRE-CLOSING TAX CONTEST" has the meaning set forth in Section 4.3B hereof.

     "STRADDLE PERIOD" has the meaning set forth in Section 4.1B hereof.

     "RELEASE" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, or disposing into
the Environment (including, without limitation, the abandonment or discarding of
barrels, containers, and other closed receptacles containing any Hazardous
Substance).

     "TAX" and "TAXES" means any and all federal, state, Commonwealth of Puerto
Rico, local or non-U.S. taxes, fees, levies, duties, tariffs, imposts, and other
similar charges on or with respect to net income, alternative or add-on minimum,
gross income, gross receipts, sales, use, ad valorem, franchise, capital,
paid-up capital, profits, greenmail, license, withholding, payroll, employment,
excise, severance, stamp, occupation, premium, property, environmental, Code
Section 59A or windfall profit tax, custom, duty, value added, volume of
business or other tax, governmental fee or other like assessment or charge of
any kind whatsoever, together with any interest or any penalty, addition to tax
or additional amount imposed by any governmental entity responsible for the
imposition of any such tax.

     "TAX YEAR" shall mean the year period commencing on January 1 of each
calendar year and ending on December 31 of each calendar year

     "TAX CONTEST" has the meaning set forth in Section 4.3A hereof.

     "TAX RETURNS" means any return, claim, election, information return,
declaration, report, statement and other document required to be filed in
respect of Taxes, including all schedules and attachments thereto, and including
all amendments thereof.

     "TAX AUTHORITY" means any governmental authority responsible for the
imposition or collection of any Tax.

     "TRANSFER TAXES" has the meaning set forth in Section 4.4 hereof.

     "TRANSFERRED EMPLOYEES" means those employees of the Company that were
transferred, or were to be transferred, out of the Company to an Affiliate of
Seller in connection with the transactions contemplated by the PR Purchase
Agreement.

     "THIRD PARTY CLAIM" means (i) any governmental claim (including by any Tax
Authority), suit, order, request, investigation, demand, administrative or
judicial enforcement action, notice,

                                      - 3 -
<Page>

order or proceeding or (ii) any lawsuit, claim of action or demand by any
individual, entity or other person against any of the Indemnified Parties
alleging facts that if true would give rise to indemnification under this
Agreement.

     2.     INDEMNIFICATION. Subject to any limitations set forth herein, the
Indemnifying Parties, on a joint and several basis, covenant and agree, at their
sole cost and expense, to indemnify, defend and hold harmless each Indemnified
Party against and from any and all Damages which may at any time be imposed
upon, incurred by or asserted or awarded against such Indemnified Party, and
arising directly or indirectly from or out of, or relating to:

     (A)    any Environmental Liabilities;

     (B)    any claim by a Transferred Employee or any former Employee of the
            Company, or any other person on behalf of such employees based on
            events that occurred prior to the Closing;

     (C)    any claims or Liabilities regarding any Employee Plan or Benefit
            Arrangement of the Company in existence at any point prior to the
            Closing;

     (D)    any breach by Seller of any representation and warranty or covenant
            set forth in the PR Purchase Agreement or in any certificate,
            instrument or documents delivered to Buyer under the terms of the PR
            Purchase Agreement;

     (E)    the violation by the Company (prior to the Closing) or Seller or any
            of their respective employees, agents, contractors and
            representatives of any applicable law, judgment or decree; including
            without limitation any Environmental Law, Environmental Permit or
            any other laws, regulations or ordinances applicable to the Property
            or any of the operations of the Hotel (including the casino located
            at the Hotel);

     (F)    the operation and use of the Hotel prior to Closing;

     (G)    any Property sold or transferred by the Company prior to the
            Closing;

     (H)    any indemnification claims made by former officers, directors,
            agents or employees of the Company based upon events that occurred
            prior to the Closing;

     (I)    any other claims or any litigation (including threatened litigation)
            based upon events that occurred prior to the Closing, whether or not
            the claims or litigation are based on events that occurred prior to
            the Company's ownership of the Property and regardless of when
            commenced; and

     (J)    any and all other Liabilities (1) incurred by the Company prior to
            the Closing or (2) that relate to the Property as a result of events
            occurring prior to the Closing (even if relating to a previous owner
            of the Property), regardless of its nature, whether or not in the
            ordinary course of business.

                                      - 4 -
<Page>

     In the event that the Indemnifying Parties shall be obligated to indemnify
the Indemnified Parties pursuant to this Section 2, the Indemnifying Parties
shall, upon payment of such indemnity in full, be subrogated to all rights of
the Indemnified Party with respect to the Damages to which such indemnification
relates.

     3.     PROCEDURES. (a) If any of the Indemnified Parties shall claim a
right to payment pursuant to this Agreement with respect to which there has been
no Third Party Claim, such Indemnified Party shall send written notice of such
claim to the Indemnifying Parties specifying the basis for such claim. As
promptly as possible after the Indemnified Parties have given such notice, a
representative of the Indemnified Parties and a representative of the
Indemnifying Parties shall establish the merits and amount of such claim (by
mutual agreement) and, within five Business Days of the final determination of
the merits and amount of such claim, the Indemnifying Parties shall pay the
Indemnified Parties the amount of such claim.

     (b)    Any Indemnified Party shall give prompt notice to the Indemnifying
Parties of the assertion or commencement of any Third Party Claim; PROVIDED that
no delay on the part of the Indemnified Party in notifying the Indemnifying
Parties shall relieve the Indemnifying Parties of any liability or obligation
hereunder except to the extent that the Indemnifying Parties have been
materially prejudiced thereby. Except as otherwise provided herein, the
Indemnifying Parties shall exclusively control the defense of any Third Party
Claim at their own expense. The Indemnifying Parties shall not be liable under
Section 2 for any settlement of any Third Party Claim effected by any
Indemnified Party without their consent. The Indemnifying Parties shall not
consent to the entry of any judgment or enter into any settlement with respect
to any Third Party Claim without the consent of the Indemnified Parties unless
such settlement includes an unconditional release by all parties to the
settlement of the Indemnified Parties and no relief, monetary or otherwise, is
required of the Indemnified Parties. Notwithstanding the foregoing, whether or
not the Indemnifying Parties assume the defense of a Third Party Claim, if an
Indemnified Party determines in good faith that a Third Party Claim is likely to
materially adversely affect it or its business (it being understood that any
Third Party Claim related to Taxes shall be deemed to have a material adverse
effect on the Indemnified Party and its business) in a manner that may not be
adequately compensated by money damages, then such Indemnified Party may, by
written notice to the Indemnifying Parties, assume the exclusive right to
defend, compromise, or settle such Third Party Claim against it and the
Indemnifying Parties shall be liable for any such settlement and related
Damages. The party controlling the defense of any Third Party Claim shall keep
the other party advised of the status of such action, suit or proceeding and the
defense thereof and shall consider in good faith recommendations made by the
other party with respect thereto. In the case of a Third Party Claim, the
Indemnified Parties and the Indemnifying Parties shall reasonably cooperate to
mitigate and resolve such claim.

     4.     CERTAIN TAX MATTERS. Notwithstanding anything contained in this
Agreement or the PR Purchase Agreement to the contrary this Section 4 shall be
the sole provision governing indemnities for Tax matters under this Agreement
and the PR Purchase Agreement and shall survive the Closing.

     4.1    TAX INDEMNITY.

                                      - 5 -
<Page>

     A.     The Indemnifying Parties hereby indemnify the Indemnified Parties
against, and agree to hold them harmless from, any and all Damages with respect
to the following Taxes (without duplication and whether or not disclosed on
Schedule 8.1(I) or Schedule 8.1(N) of the PR Purchase Agreement): (i) Taxes
imposed on or with respect to Company with respect to Tax periods ending on or
before the Closing Date; (ii) with respect to the Straddle Period, Taxes imposed
on or with respect to the Company that are allocable, pursuant to Section 4.1B,
to the portion of such period ending on and including the Closing Date; (iii)
Taxes imposed on or with respect to Seller, Buyer or the Company with respect to
the transactions contemplated in Paragraph 5.1(K) of the PR Purchase Agreement;
(iv) any misrepresentation, inaccuracy or breach of representation and warranty
made by the Company pursuant to Paragraph 8.1(N) of the PR Purchase Agreement
(without regard to any materiality qualifications therein); (v) Taxes for which
the Seller is responsible under Section 4.4 hereof; and (vi) Taxes on or with
respect to the Company or the Company's property or the Company's shareholders
resulting from the "built-in-gain" provisions of Section 1397 (or any successor
provisions thereto) of the PR Code or the recapture provisions of Sections 1117
and/or 1118 (or any successor provisions thereto) of the PR Code and the
distribution of the earnings resulting from such provisions (or any successor
provisions thereto) to the Company's shareholders.

     B.     In the case of any Tax period that includes but does not end on the
Closing Date (a "STRADDLE PERIOD"), Taxes of the Company for the Straddle Period
shall be allocated to the portion of the Straddle Period ending on the Closing
Date using an interim-closing-of-the-books method assuming that such Tax period
ended at the close of the Closing Date, except that (i) exemptions, allowances
or deductions that are allowed on an annual basis shall be apportioned on a
per-diem basis, (ii) ad valorem real estate, real property, personal property,
intangibles and other similar Taxes and any sales Taxes with respect to rental
payments for the Closing Tax Year (regardless of the year for which such taxes
are assessed) shall be prorated as follows. All installments of special
assessments due and payable prior to the Closing Date shall be apportioned to
the period ending on the Closing Date and all installments of special
assessments due and payable on and after the Closing Date shall be allocated to
the period commencing after the Closing Date; provided, however, that the
Indemnifying Parties shall not be required by the foregoing to pay any
installments of special assessments which have not been confirmed or which
relate to projects that have not been completed on the Effective Date. If tax
bills for the Closing Tax Year are not available on the Closing Date, taxes
shall be prorated at Closing based upon the tax bills for the previous Tax Year,
or, if available, based upon the current assessed valuation and current millage
rates, and in such event Seller and Buyer shall re-prorate the Taxes as actual
or final tax bills for the current year are available. If the Property has been
assessed for property tax purposes at such rates as would result in reassessment
(such as an "escape assessment" or "roll-back taxes") based upon the change in
use, occupancy or ownership of the Property on or after the Closing Date, the
Indemnifying Parties hereby agree to pay all such Taxes and to indemnify and
save the Indemnified Parties harmless from and against all Liabilities for such
Taxes.

     C.     Whenever an Indemnifying Party shall be required to pay Buyer an
amount due pursuant to this Section 4, such payment shall be made at least two
days before the Buyer is required to pay the related Tax liability.

                                      - 6 -
<Page>

     4.2    TAX RETURNS

     A.     Except as provided in Section 4.4, Seller shall prepare and file (or
cause to be prepared and filed) in a timely manner all Tax Returns relating to
the Company for any Tax period that ends on or before the Closing Date. With
respect to any Tax Return required to be filed hereunder by the Seller after the
date of this Agreement, Seller shall provide Buyer with a copy of such completed
Tax Return, at least 20 days prior to the due date (including any extension
thereof) for the filing of such Tax Return, and Buyer shall have the right to
review and comment on such Tax Return and statement within 10 days of receiving
such Tax Return from Seller. Seller shall consider in good faith Buyer's
comments in preparing the final version of such Tax Return that is filed. Except
as provided in the Hotel Lease Agreement, Buyer shall prepare and file (or cause
to be prepared and filed) in a timely manner all other Tax Returns relating to
the Company for Tax periods ending after the Closing Date (including any
Straddle Period). Any such Tax Returns prepared by Buyer shall, to the extent
permitted by applicable law, be prepared on a basis consistent with previous Tax
Returns. With respect to any Tax Return required to be filed hereunder by the
Buyer after the Closing Date, and as to which an amount of Tax is allocable to
Seller under Section 4.1 hereof, Buyer shall provide Seller with a copy of such
completed Tax Return and a statement setting forth the amount of Tax shown on
such Tax Return that is allocable to Seller pursuant to Section 4.1 hereof, at
least 20 days prior to the due date (including any extension thereof) for the
filing of such Tax Return, and Seller shall have the right to review and comment
on such Tax Return and statement within 10 days of receiving such Tax Return
from Buyer; provided, however, Buyer's failure to timely provide Seller with the
foregoing draft Tax Returns and information shall not relieve Seller of its
obligations under Section 4.1 unless Seller is materially prejudiced thereby.
Buyer shall consider in good faith Seller's comments in preparing the final
version of such Tax Return that is filed.

     B.     In furtherance of Sections 4.1 and 4.2A hereof (i) Seller shall pay
or cause to be paid when due and payable all Taxes with respect to the Company
for any Tax period ending on or before the Closing Date and any Taxes described
in Section 4.1A(iii) hereof, and (ii) except as provided in the Hotel Lease
Agreement, Buyer shall pay or cause to be paid when due and payable (x) all
Taxes with respect to the Company for any Tax period beginning after the Closing
Date, and (y) all Taxes with respect to the Company for any Straddle Period
(subject to its right of indemnification from Seller by the date set forth in
Section 4.1C for Taxes attributable to Seller for such Straddle Period pursuant
to Section 4.1B).

     C.     Seller and Buyer shall cooperate (and Buyer shall cause the Company
to cooperate), and shall cause their respective representatives to cooperate, in
preparing and filing all Tax Returns, including maintaining and making available
to each other on a mutually convenient basis all records necessary in connection
with Taxes and in resolving all disputes and audits with respect to all Tax
periods relating to Taxes. From and after the Closing Date, Seller and Buyer
(including their Affiliates and successors) shall (i) retain and maintain all
such records including (but not limited to) all Tax Returns, schedules and work
papers, records and other documents in its possession relating to Tax matters of
the Company for each Tax period first ending after the Closing Date and for all
prior Tax periods, until the later of (x) the expiration of the statute of
limitations of the Tax periods to which such Tax Returns and other documents

                                      - 7 -
<Page>

relate, without regard to extensions except to the extent notified by the other
party in writing of such extensions for the respective Tax periods, plus 30
days, or (y) six years following the due date (without extension) for such Tax
Returns, plus 30 days, and (ii) allow Seller and Buyer and their agents and
representatives (and agents or representatives of any of their Affiliates), upon
reasonable notice and at mutually convenient times to inspect, review and make
copies of such records (at the expense of the party requesting the records) as
Seller and Buyer may deem reasonably necessary or appropriate from time to time.

     4.3    TAX CONTESTS.

     A.     After the Closing Date, either of Seller or Buyer shall notify the
other upon receipt of written notice of the commencement of any Tax audit,
inquiry, assessment, or administrative or judicial proceeding (a "TAX CONTEST")
that, if determined adversely to the taxpayer or after the lapse of time, could
be grounds for indemnification under Section 4.1. Such notice shall be in
writing and shall contain factual information (to the extent known to the
notifying party) describing the asserted Tax liability in reasonable detail and
shall include copies of any notice or other document received from any Tax
authority in respect of any such asserted Tax liability. Notwithstanding the
foregoing, any delay or failure by Seller or Buyer to give notice to the other
as required by this Section 4.3A shall not relieve either Seller or Buyer of its
obligations under Section 4.1 or Section 4.2 unless the obligated party is
materially prejudiced thereby.

     B.     If such Tax Contest involves Taxes of the Company for a Tax period
ending on or before the Closing Date (a "PRE-CLOSING TAX CONTEST") for which
Seller is liable (taking into consideration any indemnification obligations
pursuant to this Agreement), Seller may elect to control, at its own expense,
such Pre-Closing Tax Contest; provided, however, that if the resolution of such
Tax Contest could be expected to impact in any manner the Tax liability or Tax
Return of the Company, Buyer or any Affiliate for any taxable period ending
after the Closing Date (i) Seller shall allow the Buyer to participate in any
such Pre-Closing Tax Contest at the Buyer's sole expense and (ii) Seller shall
keep Buyer reasonably informed with respect to the commencement, status and
nature of any such Pre-Closing Tax Contest involving any Tax liability of the
Company or Buyer. In any event, neither the Buyer nor the Seller may settle or
compromise such Pre-Closing Tax Contest without the consent of the other party,
which consent shall not be unreasonably withheld, conditioned or delayed.

     C.     Notwithstanding the foregoing, with respect to Tax Contests relating
to a Straddle Period, each of the Buyer and Seller may participate and jointly
control at their own expense the Tax Contest; provided, however, that neither
party shall settle or compromise such Tax Contest without the consent of the
other party, which consent shall not unreasonably be withheld, conditioned or
delayed. The principle set forth in the preceding sentence shall govern also for
purposes of deciding any issue that must be decided jointly (in particular,
choice of judicial forum).

     D.     Notwithstanding the foregoing provisions of this Section 4.3, Seller
shall have the right to continue and to control the progress of and to make all
decisions with respect to any contest of the real estate Taxes and personal
property Taxes for the Property due and payable for

                                      - 8 -
<Page>

any period ending prior to or on the Closing Date. Lessee shall have such right
with respect to the Straddle Period and periods beginning on or after the
Closing Date to the extent so provided in the Hotel Lease Agreement. Buyer and
Seller agree to cooperate with each other and to execute any and all documents
reasonably requested in furtherance of any Tax exemption or abatement requests
or opportunities pending or potentially available to benefit the operation
and/or ownership of the Hotel.

     4.4    TRANSFER TAXES. Notwithstanding any other provision of this
Agreement or the PR Purchase Agreement to the contrary, all transfer,
documentary, sales, use, stamp, registration and other such Taxes incurred in
connection with the transactions contemplated by the PR Purchase Agreement
(collectively, "TRANSFER TAXES") shall be paid one-half by the Seller and
one-half by the Buyer, except for any such Transfer Taxes resulting from the
transfer of assets and liabilities from the Company pursuant to Paragraph 5.1(K)
of the PR Purchase Agreement, which shall be paid by Seller. Seller shall, at
its own expense, file all necessary Tax Returns with respect to all such
Transfer Taxes, and, to the extent required by applicable Law, Buyer shall join
in the execution of any such Tax Returns. Seller shall provide the Buyer with
copies of such Tax Returns at least 20 days prior to the last date for timely
filing of such Tax Returns (giving effect to any valid extensions thereof).
Buyer shall have the right to review and comment on such Tax Returns within 10
days of receiving them from Seller. Seller agrees to consider in good faith
Buyer's comments in preparing the final version of the Tax Returns that are
filed.

     4.5    TAX REFUNDS. Any refunds or credits of Taxes shall be for the
account of the party responsible under this Section 4 for bearing the Taxes that
generated such refund or such credit (taking into account any reimbursement of a
party paying such Taxes in the first instance). Each of Seller and Buyer agrees
to notify the other promptly in writing if it or any of its Affiliates receives
a refund or a credit to which the other party is entitled pursuant to the
preceding sentence, and to pay promptly such notified party in cash the amount
of such refund or credit.

     4.6    MISCELLANEOUS.

     A.     The parties agree to treat all payments made under this Agreement or
in connection with any breach of the PR Purchase Agreement as adjustments to the
Purchase Price for all Tax purposes.

     B.     Buyer and Seller agree, upon request of the other, to use their best
efforts to obtain any certificate or other document from any governmental
authority as may be necessary to mitigate, reduce or eliminate any Tax that
could be imposed (including, but not limited to, with respect to the
transactions contemplated hereby).

     C.     Buyer and Seller agree that Buyer may, at Buyer's sole option and
discretion, make an election under Code Section 338(g) (and any corresponding
election under U.S., state or local tax law) with respect to the purchase of the
stock of Company hereunder. Seller agrees to reasonably cooperate, and to cause
its Affiliates to reasonably cooperate, in making such election and assist in
providing any required notice, including but not limited to notice under
Treasury Regulation Section 1.338-2(e)(4).

                                      - 9 -
<Page>

     4.7    AMENDED TAX RETURNS. Buyer shall not amend, and shall not permit any
of its Affiliates to amend, any Tax Return with respect to Tax periods ending on
or before the Closing Date without the prior written consent of Seller.

     5.     NO LIMITATION BY DUE DILIGENCE. The indemnification provided by this
Agreement shall be available regardless of the fact that Buyer conducted due
diligence on the Company and its properties prior to the consummation of the
transactions contemplated by the PR Purchase Agreement and shall be available
even if Buyer becomes aware before the Closing of any facts or events that
result in an indemnification claim being made in the future.

     6.     AUTHORITY. Each of the Indemnifying Parties represents and warrants
that (i) it has all requisite power and authority to execute, deliver and
perform its obligations under this Agreement and (ii) this Agreement has been
duly and validly authorized, executed and delivered by such Indemnifying Party
and constitutes a valid and legally obligation of such Indemnifying Party,
enforceable in accordance with its terms.

     7.     CONFLICTING TERMS. The Indemnifying Parties acknowledge that certain
provisions in this Agreement and the PR Purchase Agreement may be inconsistent
or may conflict with one another. In the event of an inconsistency or conflict
between the terms of this Agreement and the terms of the PR Purchase Agreement,
the terms of this Agreement shall control. The remedies provided by this
Agreement are in addition to and not limited by the rights set forth in the PR
Purchase Agreement.

     8.     TERM; CERTAIN LIMITATIONS. The obligations of the Indemnifying
Parties and the rights of the Indemnified Parties shall continue in force and
effect, in the case of claims made pursuant to Section 3(a) and Section 3(b)
arising under Section 2(D), for the period such representation, warranty or
covenant survives, as set forth in Section 8.4 of the PR Purchase Agreement, and
in the case of all other claims, whether made pursuant to Section 3(a) or
Section 3(b) arising under any other provision of Section 2 or under Section 4,
for so long as a Third Party Claim could be made if based on the facts giving
rise to the claim; provided, however, that any Damages for which an Indemnified
Party is paid under the terms of Section 2(D) on account of the breach of any
representations of Seller under the PR Purchase Agreement that, pursuant to the
terms thereof, survive only for one year after the closing thereunder shall be
subject to and apply towards the Seller's Liability Limit as set forth in clause
(iii) of Paragraph 14.18 of the Purchase and Sale Agreement.

     Notwithstanding the foregoing, with respect to claims arising under Section
2(D) due to the breach of Seller's Warranties under Sections 8.1(X), 8.1(BB) and
8.1(CC) of the PR Purchase Agreement that are first asserted after the thirtieth
anniversary of the date hereof and any corresponding claims under the PR
Purchase Agreement, the Indemnified Parties shall look solely to any collateral
hereafter pledged securing Seller's obligations hereunder for satisfaction of
such claim; PROVIDED, HOWEVER, nothing contained herein is intended to, nor
shall it, limit or reduce the rights of Buyer's affiliate under the Management
Agreement (as defined in the Purchase and Sale Agreement) or of the Company
under the Hotel Lease Agreement or limit or reduce the obligations of the any
guarantor of either of either such agreement.

                                     - 10 -
<Page>

     9.     DELAY.  No delay on the Indemnified Parties' part in exercising any
right, power or privilege under this Agreement shall operate as a waiver of any
privilege, power or right hereunder.

     10.    RELEASES.  Any one or more of the Indemnifying Parties or any other
party liable upon or in respect of this Agreement may be released without
affecting the liability of any party not so released.

     11.    COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original. Said counterparts shall
constitute but one and the same instrument and shall be binding upon each of the
undersigned individually as fully and completely as if all had signed but one
instrument so that the joint and several liability of each of the undersigned
hereunder shall be unaffected by the failure of any of the undersigned to
execute any or all of the said counterparts.

     12.    NOTICES.  All notices, approvals, requests, demands and other
communications hereunder shall be in writing and shall be given and effective in
accordance with the PR Purchase Agreement.

     13.    AMENDMENTS.  No provision of this Agreement may be changed, waived,
discharged or terminated orally, by telephone or by any other means except by an
instrument in writing signed by all of the parties hereto.

     14.    ASSIGNMENT. Without the prior written consent of Buyer in each
instance, no Indemnifying Party may assign, transfer or set over to another, in
whole or in part, all or any part of its or their duties and obligations
hereunder, including, but not limited to, performance of and compliance with
conditions hereof.

     15.    GOVERNING LAW; JURISDICTION; VENUE. THIS AGREEMENT IS A CONTRACT
UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL, FOR ALL PURPOSES, BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE (EXCLUDING
THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE PARTIES CONSENT TO THE
JURISDICTION OF ANY OF THE FEDERAL OR STATE COURTS LOCATED IN THE STATE OF NEW
YORK IN CONNECTION WITH ANY SUIT RELATING TO THIS AGREEMENT. THE PARTIES
IRREVOCABLY WAIVE ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH ACTION BROUGHT IN THE COURTS REFERRED TO IN THIS
SECTION AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH ACTION
THAT SUCH ACTION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     16.    WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR
CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS
OR OBLIGATIONS HEREUNDER, THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY

                                     - 11 -
<Page>

COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF ANY PARTY, AND AGREE THAT THEY WILL NOT SEEK TO CONSOLIDATE ANY SUCH
ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN NOT BE OR HAS NOT BEEN
WAIVED.

     17.    NONLIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING
BUYER, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE
"DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF
THE STATE OF MARYLAND, PROVIDES THAT, AND SELLER AND HHF HEREBY AGREE THAT, THE
NAME "HPT IHG-2 PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF BUYER SHALL BE HELD TO ANY
PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, BUYER. ALL PERSONS DEALING WITH BUYER, IN ANY WAY, SHALL LOOK ONLY TO
THE ASSETS OF BUYER, FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.

                [remainder of this page intentionally left blank]

                                     - 12 -
<Page>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first written above.


SIX CONTINENTS
INTERNATIONAL HOLDINGS B.V.,
a Netherlands closed limited liability
company

By:
   -----------------------------------
   Name:
         -----------------------------
   Title:
         -----------------------------


HOLIDAY HOSPITALITY
FRANCHISING, INC.,
a Delaware corporation


By:
   -----------------------------------
   Name:
         -----------------------------
   Title:
          ----------------------------


HPT IHG-2 PROPERTIES TRUST,
a Maryland real estate investment trust

By:
   -----------------------------------
   Name:
         -----------------------------
   Title:
          ----------------------------

<Page>

                                    EXHIBIT N

                        FORM OF LETTER REGARDING GUARANTY

<Page>

                [Letterhead of INTERCONTINENTAL HOTELS GROUP PLC]


                                             February __, 2005

To the Beneficiary Parties
referred to below

Ladies and Gentlemen:

     Reference is hereby made to that certain Guaranty Agreement (the
"GUARANTY") made and given as of February __, 2005, by INTERCONTINENTAL HOTELS
(PUERTO RICO), INC. a Puerto Rico corporation (the "GUARANTOR"), for the benefit
of HPT TRS IHG-1, INC., a Maryland corporation (together with its successors and
assigns, "TRS1"), HPT TRS IHG-2, INC., a Maryland corporation (together with its
successors and assigns, "TRS2"), HPT IHG PR, INC., a Puerto Rico corporation
(together with its successors and assigns, "LANDLORD") and HOSPITALITY
PROPERTIES TRUST, a Maryland real estate investment trust (together with its
successors and assigns, "Trust"; and Trust together with the TRS1, TRS2 and
Landlord, collectively, the "BENEFICIARY PARTIES"). Capitalized terms used but
not otherwise defined herein shall have the meanings ascribed thereto in the
Guaranty.

     The undersigned (the "PARENT") hereby unconditionally and irrevocably
undertakes for the benefit of the Beneficiary Parties to cause the due
performance and observance by the Guarantor of all of the terms, covenants,
conditions, agreements and undertakings on the part of the Guarantor to be
performed or observed under the Guaranty in accordance with the terms thereof.
The Parent's obligations under this letter agreement shall terminate and be of
no further force or effect upon the earliest to occur of (i) the expiration of
the New Management Agreement, or (ii) the termination or expiration of the PR
Lease.

     The Parent's obligations under this letter agreement shall not be impaired
by any modification, supplement, extension or amendment of the Guaranty, and
this letter agreement shall be binding upon the Parent's successors and assigns.

                                 INTERCONTINENTAL HOTELS
                                 GROUP PLC, a corporation organized and
                                 existing under the laws of the United
                                 Kingdom


                                 By:
                                    --------------------------------------------
                                 Name:
                                 Title:

<Page>

                                    EXHIBIT O

                                FORM OF GUARANTY

<Page>

                                                            [PR Tenant Guaranty]

                               GUARANTY AGREEMENT

     THIS GUARANTY AGREEMENT (this "AGREEMENT") is made and given as of February
__, 2005, by INTERCONTINENTAL HOTELS (PUERTO RICO) INC. a Puerto Rico
corporation (the "GUARANTOR"), for the benefit of HPT TRS IHG-1, INC., a
Maryland corporation (together with its successors and assigns, "TRS1"), HPT TRS
IHG-2, INC., a Maryland corporation (together with its successors and assigns,
"TRS2"), HPT IHG PR, INC., a Puerto Rico corporation (together with its
successors and assigns, "LANDLORD") and HOSPITALITY PROPERTIES TRUST, a Maryland
real estate investment trust (together with its successors and assigns, "Trust";
and Trust together with the TRS1, TRS2 and Landlord, collectively, "HPT").

                              W I T N E S S E T H :

     WHEREAS, it is a condition precedent to Landlord entering into the PR Lease
and TRS2 entering into the New Management Agreement and the consummation of
certain other transactions contemplated by the Transaction Documents that the
Guarantor enter into this Agreement; and

     WHEREAS, the transactions contemplated by the PR Lease and the Transaction
Documents are of direct material benefit to the Guarantor;

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     1.     CERTAIN TERMS.  Capitalized terms used but not defined herein have
the meaning ascribed thereto in the New Management Agreement. The following
terms as used in this Agreement shall have the meanings set forth below:

     "ACCOUNTING PRINCIPLES" shall mean generally accepted accounting
principles, as adopted in the United States of America, consistently applied.

     "ANNUAL EXCESS PROFITS STATEMENT" shall mean the Available Excess Profits
Statement for any Annual Period.

<Page>

     "AVAILABLE EXCESS PROFITS" shall mean, for any monthly or annual period,
the lesser of (a) Excess Profits for such monthly or annual period or (b) all
accrued but unpaid Guaranteed Obligations.

     "AVAILABLE EXCESS PROFITS STATEMENT" shall have the meaning ascribed to
such term in SECTION 9(b).

     "EXCESS PROFITS" shall mean the excess, if any, of PR Gross Revenues over
the sum of contributions to the FF&E Reserve (as defined in the PR Lease) made
pursuant to Section 5.1.2(b) of the PR Lease and PR Operating Costs and Deemed
Management Fees.

     "FINANCIAL OFFICER'S CERTIFICATE" shall mean a certificate of the chief
executive officer, chief financial officer or chief accounting officer (or such
officers' authorized designee) of Guarantor, duly authorized, accompanying each
Available Excess Profits Statement required to be delivered by Guarantor
pursuant to Section 9, in which such officer shall certify that such Available
Excess Profits Statement has been properly prepared in accordance with GAAP and
is true, correct and complete in all material respects and fairly presents the
financial information contained therein.

     "GUARANTEED OBLIGATIONS" shall mean the Manager's obligations to make
payments of (a) Owner's First Priority as and when due under the New Management
Agreement determined without respect to Gross Revenue thereunder or Operating
Profits thereunder; and (b) any and all liquidated damages due to TRS2 under the
New Management Agreement.

     "MANAGER" shall mean IHG Management (Maryland) LLC.

     "MANAGEMENT AGREEMENTS" shall have the meaning ascribed to such term in the
Parent Guaranty.

     "NEW MANAGEMENT AGREEMENT" shall mean that certain Management Agreement
dated as of the date hereof between TRS2 and Manager, as the same may be
amended, modified, supplemented, or otherwise altered.

     "PARENT GUARANTY" shall have the meaning given to the term "Guaranty" in
the New Management Agreement.

     "PR GROSS REVENUES" shall have the meaning ascribed to the term "Total
Hotel Sales" in the PR Lease.

                                      - 2 -
<Page>

     "PR HOTEL" shall have the meaning ascribed to the term "Hotel" in the PR
Lease.

     "PR LEASE" shall mean that certain Lease Agreement of even date herewith
between Landlord and Guarantor as the same may be amended, modified,
supplemented, or otherwise altered.

     "PR OPERATING COSTS AND DEEMED MANAGEMENT FEES" shall have the meaning
ascribed to the term "Operating Costs" in the PR Lease, plus a deemed management
fee of 3% of PR Gross Revenue, but no other management fees.

     2.     REPRESENTATIONS AND COVENANTS.  The Guarantor represents, warrants,
covenants and agrees that:

            2.1   VALIDITY OF AGREEMENT. The Guarantor has duly and validly
executed and delivered this Agreement; this Agreement constitutes the legal,
valid and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws of general
application affecting the rights and remedies of creditors; and the execution,
delivery and performance of this Agreement have been duly authorized by all
requisite action of the Guarantor and such execution, delivery and performance
by the Guarantor will not result in any breach of the terms, conditions or
provisions of, or conflict with or constitute a default under, or result in the
creation of any lien, charge or encumbrance upon any of the property or assets
of the Guarantor pursuant to the terms of, any indenture, mortgage, deed of
trust, note, other evidence of indebtedness, agreement or other instrument to
which the Guarantor is a party or by which the Guarantor or any property or
assets of the Guarantor is bound, or violate any provision of law applicable to
the Guarantor, or any order, writ, injunction, judgment or decree of any court
applicable to the Guarantor or any order or other public regulation of any
governmental commission, bureau or administrative agency applicable to the
Guarantor.

            2.2   PAYMENT OF EXPENSES. The Guarantor agrees, as principal
obligor and not as guarantor only, to pay to HPT forthwith, upon demand, in
immediately available Federal funds, all costs and expenses (including court
costs and reasonable legal expenses) incurred or expended by HPT in connection
with the enforcement of this Agreement, together with interest at the

                                      - 3 -
<Page>

Interest Rate on amounts recoverable under this Agreement from the time such
amounts become due until payment.

            2.3   LEGAL EXISTENCE. The Guarantor shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence. The Guarantor has appointed attorneys Alston & Bird LLP, having an
address at 1201 West Peachtree Street, Atlanta, Georgia 30309-3424, Attn:
Managing Partner as its agent for service of process. The Guarantor acknowledges
and agrees that service of process on such agent shall constitute service of
process on Guarantor with respect to any and all claims hereunder, under the
Management Agreements or under any Transaction Document.

     3.     GUARANTEE.

     (a)    The Guarantor hereby unconditionally guarantees that the Guaranteed
Obligations shall be paid in full when due and payable subject to any applicable
cure periods, whether upon demand, at the stated or accelerated maturity thereof
or upon any mandatory or voluntary prepayment pursuant to the Management
Agreements, or otherwise.

     (b)    This guarantee is a guarantee of payment and not of collectibility
and is absolute and in no way conditional or contingent. In case any part of the
Guaranteed Obligations shall not have been paid when due and payable or
performed at the time performance is required, subject to any applicable cure
periods, the Guarantor shall pay or cause to be paid to HPT the amount thereof
as is then due and payable and unpaid (including interest and other charges, if
any, due thereon through the date of payment in accordance with the applicable
provisions of the Transaction Documents) or perform or cause to be performed
such obligations in accordance with the Transaction Documents.

     4.     UNENFORCEABILITY OF GUARANTEED OBLIGATIONS, ETC. If the Manager is
for any reason under no legal obligation to discharge any of the Guaranteed
Obligations, or if any other moneys included in the Guaranteed Obligations have
become unrecoverable from the Manager by operation of law or for any other
reason, including, without limitation, the invalidity or irregularity in whole
or in part of any Guaranteed Obligation or of the Management Agreements or any
limitation on the liability of the Manager thereunder or any limitation on the
method or terms of payment thereunder which may now or hereafter be caused or
imposed in any manner whatsoever, the guarantees contained in

                                      - 4 -
<Page>

this Agreement shall nevertheless remain in full force and effect in accordance
with the terms set forth herein and shall be binding upon the Guarantor to the
same extent as if the Guarantor at all times had been the principal debtor and
obligor on all such Guaranteed Obligations.

     5.     ADDITIONAL GUARANTEES.  This Agreement shall be in addition to any
other guarantee or other security for the Guaranteed Obligations and it shall
not be prejudiced or rendered unenforceable by the invalidity of any such other
guarantee or security or by any waiver, amendment, release or modification
thereof.

     6.     CONSENTS AND WAIVERS, ETC. The Guarantor hereby acknowledges receipt
of correct and complete copies of the Management Agreements and consents to all
of the terms and provisions thereof, as the same may be from time to time
hereafter amended or changed in accordance therewith, and waives, to the extent
the Guarantor lawfully may do so, (a) presentment, demand for payment, and
protest of nonpayment, of any of the Guaranteed Obligations, (b) notice of
acceptance of this Agreement and of diligence, presentment, demand and protest,
(c) notice of any default hereunder and any default, breach or nonperformance
under the Management Agreements or a Manager Event of Default or Manager Default
under the Management Agreements, (d) notice of the terms, time and place of any
private or public sale of collateral held as security for the Guaranteed
Obligations, (e) demand for performance or observance of, and any enforcement of
any provision of, or any pursuit or exhaustion of rights or remedies against the
Manager or any other guarantor of the Guaranteed Obligations, under or pursuant
to the Management Agreements, or any agreement directly or indirectly relating
thereto and any requirements of diligence or promptness on the part of the
holders of the Guaranteed Obligations in connection therewith, and (f) any and
all demands and notices of every kind and description with respect to the
foregoing or which may be required to be given by any statute or rule of law.

     7.     NO IMPAIRMENT, ETC. The obligations, covenants, agreements and
duties of the Guarantor under this Agreement shall not be affected or impaired
by any assignment or transfer in whole or in part of any of the Guaranteed
Obligations without notice to the Guarantor, or any waiver by HPT or any holder
of any of the Guaranteed Obligations or by the holders of all of the Guaranteed
Obligations of the performance or observance by

                                      - 5 -
<Page>

the Manager or any other guarantor of any of the agreements, covenants, terms or
conditions contained in the Guaranteed Obligations or the Management Agreements
or any indulgence in or the extension of the time for payment by the Manager or
any other guarantor of any amounts payable under or in connection with the
Guaranteed Obligations or the Management Agreements or any other instrument or
agreement relating to the Guaranteed Obligations or of the time for performance
by the Manager or any other guarantor of any other obligations under or arising
out of any of the foregoing or the extension or renewal thereof, or the
modification or amendment made with or without the consent of the Guarantor of
any duty, agreement or obligation of the Manager or any other guarantor set
forth in any of the foregoing, or the voluntary or involuntary sale or other
disposition of all or substantially all the assets of the Manager or any other
guarantor or insolvency, bankruptcy, or other similar proceedings affecting the
Manager or any other guarantor or any assets of the Manager or any such other
guarantor, or the release or discharge of the Manager or any such other
guarantor from the performance or observance of any agreement, covenant, term or
condition contained in any of the foregoing without the consent of the holders
of the Guaranteed Obligations by operation of law.

     8.     REIMBURSEMENT, SUBROGATION, ETC. The Guarantor hereby covenants and
agrees that the Guarantor will not enforce or otherwise exercise any rights of
reimbursement, subrogation, contribution or other similar rights against the
Manager or any other person with respect to the Guaranteed Obligations prior to
the irrevocable payment in full of all amounts then due and owing but unpaid
under the Management Agreement, and until the Guaranteed Obligations have been
satisfied in full, the Guarantor shall not have any right of subrogation, and
the Guarantor waives any defense it may have based upon any election of remedies
by HPT which destroys the Guarantor's subrogation rights or the Guarantor's
rights to proceed against the Manager for reimbursement, including, without
limitation, any loss of rights the Guarantor may suffer by reason of any rights,
powers or remedies of the Manager in connection with any anti-deficiency laws or
any other laws limiting, qualifying or discharging the indebtedness to HPT.
Until all obligations of the Manager pursuant to the Management Agreements shall
have been irrevocably paid and satisfied in full, the Guarantor waives any right
to enforce any remedy which HPT now has or may in the future have against the
Manager, any other guarantor or

                                      - 6 -
<Page>

any other person and any benefit of, or any right to participate in, any
security whatsoever now or in the future held by HPT.

     9.     GUARANTY LIMITATIONS. (a) The Guarantor's obligations under SECTION
3 shall terminate upon the date on which the Guaranteed Obligations have been
paid and performed in full and all other obligations of the Guarantor to HPT
under this Agreement have been irrevocably satisfied in full; PROVIDED, HOWEVER,
if at any time, all or any part of any payment applied on account of the
Guaranteed Obligations is or must be rescinded or returned for any reason
whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of the Manager), this Agreement, to the extent such payment is or
must be rescinded or returned, shall be deemed to have continued in existence
notwithstanding any such termination. Notwithstanding anything contained in this
Agreement to the contrary, in any given Fiscal Year, the Guarantor's obligations
under SECTION 3 shall not exceed Available Excess Profits for such Fiscal Year.

     (b)    The Guarantor shall furnish HPT with detailed statements of
Available Excess Profits ( "Available EXCESS PROFITS STATEMENTS") determined in
accordance with the Accounting Principles concurrently with the Guarantor's
delivery of annual and monthly operating and financial statements to Landlord in
accordance with Sections 3.1.2(a) and 3.1.2(b) of the PR Lease. On or before the
date on which an Available Excess Profit Statement is due for any monthly or
annual period, Guarantor shall pay to HPT the Available Excess Profit for such
period that to the extent there are any accrued but unpaid Guaranteed
Obligations as of the last day of the previous month. If the amount of Available
Excess Profits for any Fiscal Year (as finally determined) is less than the
amount paid by the Guarantor to HPT in respect of Guaranteed Obligations during
the applicable Fiscal Year, HPT shall promptly remit the amount of such
deficiency to Guarantor.

     (c)    Each Available Excess Profits Statement delivered by the Guarantor
to HPT shall be accompanied with a Financial Officer's Certificate. At HPT's
election and at HPT's cost except as otherwise provided herein, a certified
audit of any Annual Excess Profits Statement (and the results of operations
calculations supporting such statement) may be performed by a nationally
recognized, independent certified public accounting firm appointed by HPT. In
the event that HPT elects to have such an audit performed, HPT must give notice
of its election within twelve (12) months after its receipt of the applicable

                                      - 7 -
<Page>

Annual Excess Profits Statement. Any dispute concerning the correctness of an
audit shall be settled by arbitration in accordance with the arbitration
provisions of the PR Lease. The Guarantor shall pay the cost of any audit
revealing an understatement of Available Excess Profits by more than three
percent (3%) in the aggregate. In the event that either no notice of audit is
given within said twelve (12) months, or no audit is in fact commenced within
eighteen (18) months after receipt of an Annual Excess Profits Statement, such
Annual Excess Profits Statement shall be deemed accepted by HPT.

     10.    NOTICES. (a) Any and all notices, demands, consents, approvals,
offers, elections and other communications required or permitted under this
Agreement shall be deemed adequately given if in writing and the same shall be
delivered either by hand, by telecopier with written acknowledgment of receipt
(provided a copy thereof is sent by Federal Express or similar expedited
commercial carrier for delivery on the next business day), or Federal Express or
similar expedited commercial carrier, addressed to the recipient of the notice,
postpaid and registered or certified with return receipt requested (if by mail),
or with all freight charges prepaid (if by Federal Express or similar carrier).

     (b)    All notices required or permitted to be sent hereunder shall be
deemed to have been given for all purposes of this Agreement upon the date of
acknowledged receipt, in the case of a notice by telecopier, and, in all other
cases, upon the date of receipt or refusal, except that whenever under this
Agreement a notice is either received on a day which is not a Business Day or is
required to be delivered on or before a specific day which is not a Business
Day, the day of receipt or required delivery shall automatically be extended to
the next Business Day.

     (c)    All such notices shall be addressed,

     if to HPT to:

            c/o Hospitality Properties Trust
            400 Centre Street
            Newton, Massachusetts  02458
            Attn:  Mr. John G. Murray
            [Telecopier No. (617) 969-5730]

     with a copy to:

                                      - 8 -
<Page>

            Sullivan & Worcester LLP
            One Post Office Square
            Boston, Massachusetts  02109
            Attn: Warren M. Heilbronner, Esq.
            [Telecopier No. (617) 338-2880]

     if to the Guarantor to:

            InterContinental Hotels (Puerto Rico) Inc.
            67 Alma Road
            Windsor
            Berkshire SL4 3HD
            ENGLAND
            Attn: Company Secretary
            Telecopier No. +44 1753 410101

     with a copy to:

            International Hotels Group, Inc.
            3 Ravinia Drive
            Suite 100
            Atlanta, Georgia 30346
            Attn: Vice President, Asset Management
            [Telecopier No. 770-604-5340]

     (d)    By notice given as herein provided, the parties hereto and their
respective successors and assigns shall have the right from time to time and at
any time during the term of this Agreement to change their respective addresses
effective upon receipt by the other parties of such notice and each shall have
the right to specify as its address any other address within the United States
of America.

     11.    SUCCESSORS AND ASSIGNS. Whenever in this Agreement, any of the
parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party, including without limitation the holders,
from time to time, of the Guaranteed Obligations; and all representations,
warranties, covenants and agreements by or on behalf of the Guarantor which are
contained in this Agreement shall inure to the benefit of HPT's successors and
assigns, including, without limitation, such holders, whether so expressed or
not.

     12.    APPLICABLE LAW. Except as to matters regarding the internal affairs
of HPT and issues of or limitations on any personal liability of the
shareholders and trustees of HPT for

                                      - 9 -
<Page>

obligations of HPT, as to which the laws of the State of Maryland shall govern,
this Agreement and any other instruments executed and delivered to evidence,
complete or perfect the transactions contemplated hereby shall be interpreted,
construed, applied and enforced in accordance with the laws of New York
applicable to contracts between residents of New York which are to be performed
entirely within New York, regardless of (i) where any such instrument is
executed or delivered; or (ii) where any payment or other performance required
by any such instrument is made or required to be made; or (iii) where any breach
of any provision of any such instrument occurs, or any cause of action otherwise
accrues; or (iv) where any action or other proceeding is instituted or pending;
or (v) the nationality, citizenship, domicile, principal place of business, or
jurisdiction of organization or domestication of any party; or (vi) whether the
laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction
other than New York; or (vii) any combination of the foregoing.

     All actions and proceedings arising out of or in any way relating to this
Agreement shall be brought, heard, and determined exclusively in an otherwise
appropriate federal or state court located within the State of New York.
Guarantor hereby (i) submits to the exclusive jurisdiction of any New York
federal or state court of otherwise competent jurisdiction for the purpose of
any action or proceeding arising out of or relating to this Agreement and (ii)
voluntarily and irrevocably waives, and agrees not to assert by way of motion,
defense, or otherwise in any such action or proceeding, any claim or defense
that it is not personally subject to the jurisdiction of such a court, that such
a court lacks personal jurisdiction over Guarantor or the matter, that the
action or proceeding has been brought in an inconvenient or improper forum, that
the venue of the action or proceeding is improper, or that this Agreement may
not be enforced in or by such a court. To the maximum extent permitted by
applicable law, Guarantor consents to service of process by registered mail,
return receipt requested, or by any other manner provided by law.

     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES
HERETO WAIVES ITS RIGHTS TO TRIAL BY JURY WITH RESPECT TO THIS AGREEMENT OR ANY
MATTER ARISING IN CONNECTION HEREWITH.

     13.    MODIFICATION OF AGREEMENT. No modification or waiver of any
provision of this Agreement, nor any consent to any

                                     - 10 -
<Page>

departure by the Guarantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by HPT, and such modification, waiver or
consent shall be effective only in the specific instances and for the purpose
for which given. No notice to or demand on the Guarantor in any case shall
entitle the Guarantor to any other or further notice or demand in the same,
similar or other circumstances.

     14.    WAIVER OF RIGHTS BY HPT. Neither any failure nor any delay on HPT's
part in exercising any right, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise, or the exercise of any other right,
power or privilege.

     15.    SEVERABILITY. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby, but this Agreement
shall be reformed and construed and enforced to the maximum extent permitted by
applicable law.

     16.    ENTIRE CONTRACT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and shall
supersede and take the place of any other instruments purporting to be an
agreement of the parties hereto relating to the subject matter hereof.

     17.    HEADINGS; COUNTERPARTS. Headings in this Agreement are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument,
and in pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one of such counterparts.

     18.    REMEDIES CUMULATIVE. No remedy herein conferred upon HPT is intended
to be exclusive of any other remedy, and subject to the limitations set forth in
SECTION 9 above, each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise.

                                     - 11 -
<Page>

     19.    NONLIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING
TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE
"DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF
THE STATE OF MARYLAND, PROVIDES THAT, AND THE GUARANTOR HEREBY AGREES THAT, THE
NAME "HOSPITALITY PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF TRUST SHALL BE HELD TO ANY
PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, TRUST. ALL PERSONS DEALING WITH TRUST, IN ANY WAY, SHALL LOOK ONLY TO
THE ASSETS OF TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.

     20.    EFFECTIVE DATE.  This Agreement shall be of no force or effect
unless and until the Effective Date occurs.

                                     - 12 -
<Page>

     WITNESS the execution hereof under seal as of the date above first written.

                                        INTERCONTINENTAL HOTELS (PUERTO
                                        RICO) INC.


                                        By:
                                             -----------------------------------
                                             Robert J. Chitty
                                             Vice President


ACKNOWLEDGED AND AGREED:

HPT TRS IHG-1, INC.


By:
   ------------------------------
   John G. Murray
   Vice President

HPT TRS IHG-2, INC.


By:
   ------------------------------
   John G. Murray
   Vice President

HPT IHG PR, INC.


By:
   ------------------------------
   John G. Murray
   President

HOSPITALITY PROPERTIES TRUST


By:
   ------------------------------
   John G. Murray
   President

                                     - 13 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>5
<FILENAME>a2151642zex-4_1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
<Page>

                                                                     EXHIBIT 4.1

                                     FORM OF

                          SUPPLEMENTAL INDENTURE NO. 8

                                 by and between

                          HOSPITALITY PROPERTIES TRUST

                                       and

                         U.S. BANK NATIONAL ASSOCIATION

                                   as Trustee

                             as of February 15, 2005


           SUPPLEMENTAL TO THE INDENTURE DATED AS OF FEBRUARY 25, 1998


                           --------------------------


                          HOSPITALITY PROPERTIES TRUST

                    5 1/8% Senior Notes due February 15, 2015

<Page>

     This SUPPLEMENTAL INDENTURE NO. 8 (this "Supplemental Indenture") made and
entered into as of February 15, 2005 between HOSPITALITY PROPERTIES TRUST, a
Maryland real estate investment trust (the "Company"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association (and successor to State Street Bank
and Trust Company in its capacity as Trustee), as Trustee (the "Trustee").

                                WITNESSETH THAT:

     WHEREAS, the Company and the Trustee are parties to an Indenture, dated as
of February 25, 1998 (the "Indenture"), relating to the Company's issuance, from
time to time, of various series of debt securities;

     WHEREAS, the Company has determined to issue debt securities known as its
5 1/8% Senior Notes due February 15, 2015; and

     WHEREAS, the Indenture provides that certain terms and conditions for each
series of debt securities issued by the Company thereunder may be set forth in
an indenture supplemental to the Indenture;

     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

                                    ARTICLE 1

                                  DEFINED TERMS

     Section 1.1 The following definitions supplement, and, to the extent
inconsistent with, replace the definitions in Section 101 of the Indenture:

     "Acquired Debt" means Debt of a Person (i) existing at the time such Person
becomes a Subsidiary or (ii) assumed in connection with the acquisition of
assets from such Person, in each case, other than Debt incurred in connection
with, or in contemplation of, such Person becoming a Subsidiary or such
acquisition. Acquired Debt shall be deemed to be incurred on the date of the
related acquisition of assets from any Person or the date the acquired Person
becomes a Subsidiary.

     "Annual Debt Service" as of any date means the maximum amount which is
expensed in any 12-month period for interest on Debt of the Company and its
Subsidiaries.

     "Business Day" means any day other than a Saturday or Sunday or a day on
which banking institutions in the City of New York or in the city in which the
Corporate Trust Office of the Trustee is located, are required or authorized to
close.

     "Capital Stock" means, with respect to any Person, any capital stock
(including preferred stock), shares, interests, participation or other ownership
interests (however designated) of such Person and any rights (other than debt
securities convertible into or exchangeable for capital stock), warrants or
options to purchase any thereof.

<Page>

     "Consolidated Income Available for Debt Service" for any period means
Earnings from Operations of the Company and its Subsidiaries plus amounts which
have been deducted, and minus amounts which have been added, for the following
(without duplication): (i) interest on Debt of the Company and its Subsidiaries,
(ii) cash reserves made by lessees as required by the Company's leases for
periodic replacement and refurbishment of the Company's assets, (iii) provision
for taxes of the Company and its Subsidiaries based on income, (iv) amortization
of debt discount and deferred financing costs, (v) provisions for gains and
losses on properties and property depreciation and amortization, (vi) the effect
of any noncash charge resulting from a change in accounting principles in
determining Earnings from Operations for such period and (vii) amortization of
deferred charges.

     "Corporate Trust Office" means One Federal Street, 3rd Floor, Boston,
Massachusetts 02110, or such other address as may be designated from time to
time by the Trustee by providing written notice to the Company.

     "Debt" of the Company or any Subsidiary means, without duplication, any
indebtedness of the Company or any Subsidiary, whether or not contingent, in
respect of (i) borrowed money or evidenced by bonds, notes, debentures or
similar instruments, (ii) indebtedness for borrowed money secured by any
Encumbrance existing on property owned by the Company or any Subsidiary, to the
extent of the lesser of (x) the amount of indebtedness so secured and (y) the
fair market value of the property subject to such Encumbrance, (iii) the
reimbursement obligations, contingent or otherwise, in connection with any
letters of credit actually issued (other than letters of credit issued to
provide credit enhancement or support with respect to other indebtedness of the
Company or any Subsidiary otherwise reflected as Debt hereunder) or amounts
representing the balance deferred and unpaid of the purchase price of any
property or services, except any such balance that constitutes an accrued
expense or trade payable, or all conditional sale obligations or obligations
under any title retention agreement, (iv) the principal amount of all
obligations of the Company or any Subsidiary with respect to redemption,
repayment or other repurchase of any Disqualified Stock, or (v) any lease of
property by the Company or any Subsidiary as lessee which is reflected on the
Company's consolidated balance sheet as a capitalized lease in accordance with
GAAP, to the extent, in the case of items of indebtedness under (i) through
(iii) above, that any such items (other than letters of credit) would appear as
a liability on the Company's consolidated balance sheet in accordance with GAAP,
and also includes, to the extent not otherwise included, any obligation by the
Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor or
otherwise (other than for purposes of collection in the ordinary course of
business), Debt of another Person (other than the Company or any Subsidiary) (it
being understood that Debt shall be deemed to be incurred by the Company or any
Subsidiary whenever the Company or such Subsidiary shall create, assume,
guarantee or otherwise become liable in respect thereof).

     "Disqualified Stock" means, with respect to any Person, any Capital Stock
of such Person which by the terms of such Capital Stock (or by the terms of any
security into which it is convertible or for which it is exchangeable or
exercisable), upon the happening of any event or otherwise (i) matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
(other than Capital Stock which is redeemable solely in exchange for common
stock or

                                        2
<Page>

shares), (ii) is convertible into or exchangeable or exercisable for Debt or
Disqualified Stock, or (iii) is redeemable at the option of the Holder thereof,
in whole or in part (other than Capital Stock which is redeemable solely in
exchange for common stock or shares), in each case on or prior to the stated
maturity of the Notes.

     "Earnings from Operations" for any period means net earnings excluding
gains and losses on sales of investments, extraordinary items, gains and losses
from early extinguishment of debt and property valuation losses, as reflected in
the financial statements of the Company and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

     "Encumbrance" means any mortgage, lien, charge, pledge or security interest
of any kind.

     "Make-Whole Amount" means, in connection with any optional redemption or
accelerated payment of any Notes prior to August 15, 2014, the excess, if any,
of (i) the aggregate present value as of the date of such redemption or
accelerated payment of each dollar of principal being redeemed or paid and the
amount of interest (exclusive of interest accrued to the date of redemption or
accelerated payment) that would have been payable in respect of such dollar if
such redemption or accelerated payment had been made on August 15, 2014,
determined by discounting, on a semiannual basis, such principal and interest at
the Reinvestment Rate (determined on the third Business Day preceding the date
such notice of redemption is given or declaration of acceleration is made) from
the respective dates on which such principal and interest would have been
payable if such redemption or accelerated payment had been made on August 15,
2014, over (ii) the aggregate principal amount of the Notes being redeemed or
paid. In the case of any redemption or accelerated payment of notes on or after
August 15, 2014, the Make-Whole Amount means zero. For purposes of this
Supplemental Indenture and the Notes, references in the Indenture to the payment
of the principal (and premium, if any) and interest on the Notes shall be deemed
to include the payment of the Make-Whole Amount, if any, due upon redemption
with respect to the Notes. The Make-Whole Amount shall be calculated by the
Company and set forth in an Officer's Certificate delivered to the Trustee, and
the Trustee shall be entitled to rely on said Officer's Certificate.

     "Notes" means the Company's 5 1/8% Senior Notes due February 15, 2015,
issued under this Supplemental Indenture and the Indenture, as amended or
supplemented from time to time.

     "Reinvestment Rate" means a rate per annum equal to the sum of 0.20%
(twenty one hundredths of a percent) plus the yield on treasury securities at
constant maturity under the heading "Week Ending" published in the Statistical
Release under the caption "Treasury Constant Maturities" for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity
(which, the case of maturities corresponding to the principal and interest due
on the notes at their maturity, shall be deemed to be August 15, 2014), as of
the payment date of the principal being redeemed or paid. If no maturity exactly
corresponds to such maturity, yields for the two published maturities most
closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding in each of
such relevant periods to the nearest month. For purposes of calculating the

                                        3
<Page>

Reinvestment Rate, the most recent Statistical Release published prior to the
date of determination of the Make-Whole Amount shall be used.

     "Secured Debt" means Debt secured by any mortgage, lien, charge, pledge or
security interest of any kind.

     "Statistical Release" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which establishes yields on actively traded United States government
securities adjusted to constant maturities or, if such statistical release is
not published at the time of any determination under this Supplemental
Indenture, then any publicly available source of similar market data which shall
be designated by the Company.

     "Subsidiary" means any corporation or other entity of which a majority of
(i) the voting power of the voting equity securities or (ii) the outstanding
equity interests of which are owned, directly or indirectly, by the Company or
one or more other Subsidiaries of the Company. For the purposes of this
definition, "voting equity securities" means equity securities having voting
power for the election of directors, whether at all times or only so long as no
senior class of security has such voting power by reason of any contingency.

     "Total Assets" as of any date means the sum of (i) the Undepreciated Real
Estate Assets and (ii) all other assets of the Company and its Subsidiaries
determined in accordance with GAAP (but excluding accounts receivable and
intangibles).

     "Total Unencumbered Assets" means the sum of (i) those Undepreciated Real
Estate Assets not subject to an Encumbrance for borrowed money and (ii) all
other assets of the Company and its Subsidiaries not subject to an Encumbrance
for borrowed money determined in accordance with GAAP (but excluding accounts
receivable and intangibles).

     "Undepreciated Real Estate Assets" as of any date means the cost (original
cost plus capital improvements) of, real estate assets of the Company and its
Subsidiaries on such date, before depreciation and amortization determined on a
consolidated basis in accordance with GAAP.

     "Unsecured Debt" means Debt which is not secured by any of the properties
of the Company or any Subsidiary.

                                    ARTICLE 2

                               TERMS OF THE NOTES

     Section 2.1 Pursuant to Section 301 of the Indenture, the Notes shall have
the following terms and conditions:

     (a) TITLE; LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; FORM OF NOTES. The
Notes shall be Registered Securities under the Indenture and shall be known as
the Company's "5 1/8% Senior

                                        4
<Page>

Notes due February 15, 2015." The aggregate principal amount of Notes which may
be authenticated and delivered under this Supplemental Indenture shall not,
except as permitted by the provisions of the Indenture, exceed $300,000,000,
provided that the Company may, without the consent of the Holders of the Notes,
reopen this series and issue additional Notes under the Indenture and this
Supplemental Indenture in addition to the $300,000,000 of Notes authorized as of
the date hereof. The Notes (together with the Trustee's certificate of
authentication) shall be substantially in the form of Exhibit A hereto, which is
hereby incorporated in and made a part of this Supplemental Indenture.

     The Notes will be issued in the form of one or more registered global
securities without coupons ("Global Notes") which will be deposited with, or on
behalf of, The Depository Trust Company ("DTC"), and registered in the name of
DTC's nominee, Cede & Co. Except under the circumstance described below, the
Notes will not be issuable in definitive form. Unless and until it is exchanged
in whole or in part for the individual Notes represented thereby, a Global Note
may not be transferred except as a whole by DTC to a nominee of DTC or by a
nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee of DTC
to a successor depositary or any nominee of such successor.

     So long as DTC or its nominee is the registered owner of a Global Note, DTC
or such nominee, as the case may be, will be considered the sole owner or holder
of the Notes represented by such Global Note for all purposes under this
Supplemental Indenture. Except as described below, owners of beneficial interest
in Notes evidenced by a Global Note will not be entitled to have any of the
individual Notes represented by such Global Note registered in their names, will
not receive or be entitled to receive physical delivery of any such Notes in
definitive form and will not be considered the owners or holders thereof under
the Indenture or this Supplemental Indenture.

     If DTC is at any time unwilling, unable or ineligible to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue individual Notes in exchange for the Global Note or
Global Notes representing such Notes. In addition, the Company may at any time
and in its sole discretion, subject to certain limitations set forth in the
Indenture, determine not to have any of such Notes represented by one or more
Global Notes and, in such event, will issue individual Notes in exchange for the
Global Note or Global Notes representing the Notes. Individual Notes so issued
will be issued in denominations of $1,000 and integral multiples thereof.

     (b) INTEREST AND INTEREST RATE. The Notes will bear interest at a rate of
5 1/8% per annum, from February 15, 2005 (or, in the case of Notes issued upon
the reopening of this series of Notes, from the date designated by the Company
in connection with such reopening) or from the immediately preceding Interest
Payment Date to which interest has been paid or duly provided for, payable
semi-annually in arrears on February 15 and August 15 of each year, commencing
August 15, 2005, or if such day is not a Business Day, on the next succeeding
Business Day (each of which shall be an "Interest Payment Date"), to the Persons
in whose names the Notes are registered in the Security Register at the close of
business on the day falling

                                        5
<Page>

14 calendar days immediately preceding the applicable interest payment date
(whether or not a Business Day), as the case may be (each, a "Regular Record
Date").

     (c) PRINCIPAL REPAYMENT; CURRENCY. The stated maturity of the Notes is
February 15, 2015; provided, however, the Notes may be earlier redeemed at the
option of the Company as provided in paragraph (d) below. The principal of each
Note payable on its maturity date shall be paid against presentation and
surrender thereof at the Corporate Trust Office of the Trustee, in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public or private debts. The Company will not pay
Additional Amounts (as defined in the Indenture) on the Notes.

     (d) REDEMPTION AT THE OPTION OF THE COMPANY. The Notes will be subject to
redemption at any time at the option of the Company, in whole or in part, upon
not less than 30 nor more than 60 days' notice to each Holder of Notes to be
redeemed at its address appearing in the Security Register, at a price equal to
the sum of (i) the principal amount of the Notes being redeemed, plus accrued
and unpaid interest to but excluding the applicable Redemption Date, plus (ii)
the Make-Whole Amount, if any. If the notes are redeemed on or after August 15,
2014, the redemption price will not include the Make-Whole Amount.

     (e) NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Company shall be directed
to it at 400 Centre Street, Newton, Massachusetts 02458, Attention: President;
notices to the Trustee shall be directed to it at One Federal Street, 3rd Floor,
Boston, Massachusetts 02110, Attention: Corporate Trust Department, Re:
Hospitality Properties Trust 5.125% Senior Notes due February 15, 2015, or as to
either party, at such other address as shall be designated by such party in a
written notice to the other party.

     (f) GLOBAL NOTE LEGEND. Each Global Note shall bear the following legend on
the face thereof:

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                        6
<Page>

     (g) APPLICABILITY OF DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
PROVISIONS. The Discharge, Defeasance and Covenant Defeasance provisions in
Article Fourteen of the Indenture will apply to the Notes.

                                    ARTICLE 3

                              ADDITIONAL COVENANTS

     Section 3.1 In addition to the covenants of the Company set forth in
Article Ten of the Indenture, for the benefit of the Holders of the Notes:

     (a)  LIMITATIONS ON INCURRENCE OF DEBT.

     (i) The Company will not, and will not permit any Subsidiary to, incur any
Debt if, immediately after giving effect to the incurrence of such additional
Debt and the application of the proceeds thereof, the aggregate principal amount
of all outstanding Debt of the Company and its Subsidiaries on a consolidated
basis determined in accordance with GAAP is greater than 60% of the sum
("Adjusted Total Assets") of (without duplication) (i) the Total Assets of the
Company and its Subsidiaries as of the end of the calendar quarter covered in
the Company's Annual Report on Form 10-K, or the Quarterly Report on Form 10-Q,
as the case may be, most recently filed with the Securities and Exchange
Commission (or, if such filing is not permitted under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), with the Trustee) prior to the
incurrence of such additional Debt and (ii) the purchase price of any real
estate assets or mortgages receivable acquired, and the amount of any securities
offering proceeds received (to the extent that such proceeds were not used to
acquire real estate assets or mortgages receivable or used to reduce Debt), by
the Company or any Subsidiary since the end of such calendar quarter, including
those proceeds obtained in connection with the incurrence of such additional
Debt.

     (ii) In addition to the foregoing limitations on the incurrence of Debt,
the Company will not, and will not permit any Subsidiary to, incur any Secured
Debt if, immediately after giving effect to the incurrence of such additional
Secured Debt and the application of the proceeds thereof, the aggregate
principal amount of all outstanding Secured Debt of the Company and its
Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total
Assets.

     (iii) In addition to the foregoing limitations on the incurrence of Debt,
the Company will not, and will not permit any Subsidiary to, incur any Debt if
the ratio of Consolidated Income Available for Debt Service to the Annual Debt
Service for the four consecutive fiscal quarters most recently ended prior to
the date on which such additional Debt is to be incurred shall have been less
than 1.5x, on a pro forma basis after giving effect thereto and to the
application of the proceeds therefrom, and calculated on the assumption that (i)
such Debt and any other Debt incurred by the Company and its Subsidiaries since
the first day of such four-quarter period and the application of the proceeds
therefrom, including to refinance other Debt, had occurred at the beginning of
such period; (ii) the repayment or retirement of any other Debt by the Company
and its Subsidiaries since the first date of such four-quarter period had been
repaid or retired at the

                                        7
<Page>

beginning of such period (except that, in making such computation, the amount of
Debt under any revolving credit facility shall be computed based upon the
average daily balance of such Debt during such period); (iii) in the case of
Acquired Debt or Debt incurred in connection with any acquisition since the
first day of such four-quarter period, the related acquisition had occurred as
of the first day of such period with appropriate adjustments with respect to
such acquisition being included in such pro forma calculation; and (iv) in the
case of any acquisition or disposition by the Company or its Subsidiaries of any
asset or group of assets since the first day of such four-quarter period,
whether by merger, stock purchase or sale, or asset purchase or sale, such
acquisition or disposition or any related repayment of Debt had occurred as of
the first day of such period with the appropriate adjustments with respect to
such acquisition or disposition being included in such pro forma calculation. If
the Debt giving rise to the need to make the foregoing calculation or any other
Debt incurred after the first day of the relevant four-quarter period bears
interest at a floating rate then, for purposes of calculating the Annual Debt
Service, the interest rate on such Debt shall be computed on a pro forma basis
as if the average interest rate which would have been in effect during the
entire such four-quarter period had been the applicable rate for the entire such
period.

     (b) MAINTENANCE OF TOTAL UNENCUMBERED ASSETS. The Company and its
Subsidiaries will maintain at all times Total Unencumbered Assets of not less
than 200% of the aggregate outstanding principal amount of the Unsecured Debt of
the Company and its Subsidiaries on a consolidated basis.

                                    ARTICLE 4

                          ADDITIONAL EVENTS OF DEFAULT

     Section 4.1 For purposes of this Supplemental Indenture and the Notes, in
addition to the Events of Default set forth in Section 501 of the Indenture, it
shall also constitute an "Event of Default" if a default under any bond,
debenture, note or other evidence of indebtedness of the Company (including a
default with respect to any other series of securities), or under any mortgage,
indenture or other instrument of the Company under which there may be issued or
by which there may be secured or evidenced any indebtedness for money borrowed
by the Company (or by any Subsidiary, the repayment of which the Company has
guaranteed or for which the Company is directly responsible or liable as obligor
or guarantor) having an aggregate principal amount outstanding of at least
$20,000,000, whether such indebtedness now exists or shall hereafter be incurred
or created, which default shall have resulted in such indebtedness becoming or
being declared due and payable prior to the date on which it would otherwise
have become due and payable, without such indebtedness having been discharged or
such acceleration having been rescinded or annulled within a period of ten days
after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the outstanding Notes, a written notice
specifying such default and requiring the Company to cause such indebtedness to
be discharged or cause such acceleration to be rescinded or annulled and stating
that such notice is a "Notice of Default" hereunder.

                                        8
<Page>

     Section 4.2 Notwithstanding any provisions to the contrary in the
Indenture, upon any acceleration of the Notes under Section 502 of the
Indenture, the amount immediately due and payable in respect of the Notes shall
equal the Outstanding principal amount thereof, plus accrued and unpaid interest
thereon, plus, if such acceleration occurs prior to August 15, 2014, the
Make-Whole Amount.

                                    ARTICLE 5

                                  EFFECTIVENESS

     This Supplemental Indenture shall be effective for all purposes as of the
date and time this Supplemental Indenture has been executed and delivered by the
Company and the Trustee in accordance with Article Nine of the Indenture. As
supplemented hereby, the Indenture is hereby confirmed as being in full force
and effect.

                                    ARTICLE 6

                                  MISCELLANEOUS

     Section 6.1 In the event any provision of this Supplemental Indenture shall
be held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision hereof
or any provision of the Indenture.

     Section 6.2 To the extent that any terms of this Supplemental Indenture or
the Notes are inconsistent with the terms of the Indenture, the terms of this
Supplemental Indenture or the Notes shall govern and supersede such inconsistent
terms.

     Section 6.3 This Supplemental Indenture shall be governed by and construed
in accordance with the laws of The Commonwealth of Massachusetts.

     Section 6.4 This Supplemental Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

                                        9
<Page>

     IN WITNESS WHEREOF, the Company and the Trustee have caused this
Supplemental Indenture to be executed as an instrument under seal in their
respective corporate names as of the date first above written.

                                         HOSPITALITY PROPERTIES TRUST


                                         By:
                                            ------------------------------
                                            Name: John G. Murray
                                            Title: President


                                         U.S. BANK NATIONAL ASSOCIATION, as
                                            Trustee


                                         By:
                                            ------------------------------
                                            Name:
                                            Title:

                                       10
<Page>

                                    EXHIBIT A

                                 (Face of Note)

                    5 1/8% Senior Note due February 15, 2015

No.                                                                $____________

                          HOSPITALITY PROPERTIES TRUST

promises to pay to _______________________________________ or registered
assigns, the principal sum of __________ ($_______) on February 15, 2015,
subject to the terms set forth on the reverse of this Note and the terms of the
Indenture referred to therein.

Interest Payment Dates: Each February 15 and August 15 (or if such day is not a
Business Day, the next succeeding Business Day), commencing August 15, 2005.

Record Dates: The day falling 14 calendar days prior to any Interest Payment
Date.

CUSIP No:  _____________
ISIN No: _______________

                                         HOSPITALITY PROPERTIES TRUST


                                         By:
                                            ------------------------------
                                            Name:
                                            Title:


Dated:

This is one of the Notes referred to in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION, as Trustee


By:
   ------------------------------
   Authorized Officer

                                       A-1
<Page>

             [THE FOLLOWING CONSTITUTES THE REVERSE OF THE SECURITY]

                          HOSPITALITY PROPERTIES TRUST

                    5 1/8% Senior Note due February 15, 2015

     Capitalized terms used herein have the meanings assigned to them in the
Indenture (as defined below) unless otherwise indicated.

     1. INTEREST. Hospitality Properties Trust, a Maryland real estate
investment trust (the "Company"), promises to pay interest on the principal
amount of this Note at the rate and in the manner specified below.

     The Company shall pay in cash interest on the principal amount of this Note
at the rate per annum of 5 1/8%. The Company will pay interest semi-annually in
arrears on February 15 and August 15 of each year, beginning on August 15, 2005,
or if any such day is not a Business Day (as defined in the Indenture), on the
next succeeding Business Day (each an "Interest Payment Date"), to Holders of
record on the day falling 14 calendar days immediately preceding such Interest
Payment Date (whether or not a Business Day).

     Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. Interest shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from February 15, 2005.

     2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the record date next preceding the Interest Payment Date,
even if such Notes are canceled after such record date and on or before such
Interest Payment Date. The Company will pay principal and interest in money of
the United States that at the time of payment is legal tender for payment of
public and private debts. The Company, however, may pay principal, premium, if
any, and interest by check payable in such money. It may mail an interest check
to a Holder's registered address.

     3. INDENTURE. The Company issued the Notes under an Indenture dated as of
February 25, 1998 and Supplemental Indenture No. 8 dated as of February 15, 2005
(collectively, the "Indenture") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code secs.
77aaa-77bbbb) as in effect on the date of the Indenture and Holders of the Notes
are referred to the Indenture and such Act for a statement of such terms. The
terms of the Indenture shall govern any inconsistencies between the Indenture
and the Notes. The Notes are senior unsecured general obligations of the Company
initially issued in an aggregate principal amount of $300,000,000.

     4. OPTIONAL REDEMPTION. The Notes will be subject to redemption at any time
at the option of the Company, in whole or in part, upon not less than 30 nor
more than 60 days' notice, at a redemption price equal to the sum of (i) the
principal amount of the Notes being redeemed,

                                       A-2
<Page>

plus accrued and unpaid interest to but excluding the applicable Redemption Date
and (ii) the Make-Whole Amount.

     As used herein the term "Make-Whole Amount" means, in connection with any
optional redemption or accelerated payment of any Notes prior to August 15,
2014, the excess, if any, of (i) the aggregate present value as of the date of
such redemption or accelerated payment of each dollar of principal being
redeemed or paid and the amount of interest (exclusive of interest accrued to
the date of redemption or accelerated payment) that would have been payable in
respect of such dollar if such redemption or accelerated payment had been made
on August 15, 2014, determined by discounting, on a semiannual basis, such
principal and interest at the Reinvestment Rate (determined on the third
Business Day preceding the date such notice of redemption is given or
declaration of acceleration is made) from the respective dates on which such
principal and interest would have been payable if such redemption or accelerated
payment had been made on August 15, 2014, over (ii) the aggregate principal
amount of the Notes being redeemed or paid. In the case of any redemption or
accelerated payment of notes on or after August 15, 2014, the Make-Whole Amount
means zero. For purposes of the Indenture and the Notes, references in the
Indenture to the payment of the principal (and premium, if any) and interest on
the Notes shall be deemed to include the payment of the Make-Whole Amount, if
any, due upon redemption with respect to the Notes. The Make-Whole Amount shall
be calculated by the Company and set forth in an Officer's Certificate delivered
to the Trustee, and the Trustee shall be entitled to rely on said Officer's
Certificate.

     As used herein the term "Reinvestment Rate" means a rate per annum equal to
the sum of 0.20% (twenty one hundredths of a percent) plus the yield on treasury
securities at constant maturity under the heading "Week Ending" published in the
Statistical Release (as defined herein) under the caption "Treasury Constant
Maturities" for the maturity (rounded to the nearest month) corresponding to the
remaining life to maturity (which, in the case of maturities corresponding to
the principal and interest due on the Notes at their maturity, shall be deemed
to be August 15, 2014), as of the payment date of the principal being redeemed
or paid. If no maturity exactly corresponds to such maturity, yields for the two
published maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Reinvestment
Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For
purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Amount
shall be used.

     As used herein the term "Statistical Release" means the statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Federal Reserve System and which establishes yields on actively traded
United States government securities adjusted to constant maturities or, if such
statistical release is not published at the time of any determination under the
Indenture, then any publicly available source of similar market data which shall
be designated by the Company.

     5. MANDATORY REDEMPTION. The Company shall not be required to make sinking
fund or redemption payments with respect to the Notes.

                                       A-3
<Page>

     6. NOTICE OF REDEMPTION. Notice of redemption shall be mailed at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at its registered address. Notes may be redeemed in part
but only in whole multiples of $1,000, unless all of the Notes held by a Holder
are to be redeemed. On and after the Redemption Date, interest ceases to accrue
on Notes or portions of them called for redemption.

     7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000 in
excess thereof. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Security Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Security Registrar need not exchange or register
the transfer of any Note or portion of a Note selected for redemption. Also, it
need not exchange or register the transfer of any Notes for a period of 15 days
before the mailing of a notice of redemption of Notes, or during the period
between a record date and the corresponding Interest Payment Date.

     8. DEFAULTS AND REMEDIES. In case an Event of Default (as defined in the
Indenture) with respect to the Notes shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the provisions
provided in the Indenture.

     9. ACTIONS OF HOLDERS. The Indenture contains provisions permitting the
Holders of not less than a majority of the aggregate principal amount of the
outstanding Notes, subject to certain exceptions as provided in the Indenture,
on behalf of the Holders of all such Notes at a meeting duly called and held as
provided in the Indenture, to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided in
the Indenture to be made, given or taken by the Holders of the Notes, including
without limitation, waiving (a) compliance by the Company with certain
provisions of the Indenture, and (b) certain past defaults under the Indenture
and their consequences. Any resolution passed or decision taken at any meeting
of the Holders of the Notes in accordance with the provisions of the Indenture
shall be conclusive and binding upon such Holders and upon all future Holders of
this Note and other Notes issued upon the registration of transfer hereof or in
exchange heretofore or in lieu hereof.

     10. PERSONS DEEMED OWNERS. The Company, the Trustee, and any agent of the
Company or the Trustee may deem and treat the Person in whose name this Note is
registered on the Security Register as its absolute owner for all purposes.

     11. AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

     12. GOVERNING LAW. THE INTERNAL LAW OF THE COMMONWEALTH OF MASSACHUSETTS
SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE NOTES.

                                       A-4
<Page>

     13. NO PERSONAL LIABILITY. THE DECLARATION OF TRUST OF THE COMPANY, AMENDED
AND RESTATED ON AUGUST 21, 1995, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS
AND SUPPLEMENTS THERETO (THE "DECLARATION"), IS DULY FILED IN THE OFFICE OF THE
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT THE NAME
"HOSPITALITY PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD TO
ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, THE COMPANY. ALL PERSONS DEALING WITH THE COMPANY, IN ANY WAY, SHALL
LOOK ONLY TO THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Request may be made to:

                                    Hospitality Properties Trust
                                    400 Centre Street
                                    Newton, MA 02458
                                    Telecopier No.: (617) 964-8389
                                    Attention: President

                                       A-5
<Page>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

[I] [We] assign and transfer this Note to ___________________________________
__________________________________ [PRINT OR TYPE ASSIGNEE'S NAME, ADDRESS AND
ZIP CODE] __________________________________ [INSERT ASSIGNEE'S SOC. SEC. OR TAX
I.D. NO.] and irrevocably appoint _____________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date: _______________

                              Your Signature:

                              -----------------------------
                              [SIGN EXACTLY AS YOUR NAME APPEARS ON THE FACE OF
                              THIS NOTE]

Signature Guarantee:

--------------------------
[THE SIGNATURE MUST BE GUARANTEED BY
AN OFFICER OF A PARTICIPANT IN A RECOGNIZED
SIGNATURE GUARANTEE PROGRAM. NOTARIZED
OR WITNESSED SIGNATURES ARE NOT ACCEPTABLE.]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>6
<FILENAME>a2151642zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<Page>

                                                                     EXHIBIT 5.1

                    [LETTERHEAD OF SULLIVAN & WORCESTER LLP]


February 10, 2005


Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts 02458

     Re:   Hospitality Properties Trust
           $300,000,000 5.125% Senior Notes due February 15, 2015
           ------------------------------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Hospitality Properties Trust, a Maryland real
estate investment trust (the "Company"), in connection with the Company's
authorization for issuance and sale of an aggregate of $300,000,000 in principal
amount of the Company's 5 1/8% Senior Notes due February 15, 2015 (the "Senior
Notes"), to be issued pursuant to the Indenture, dated as of February 25, 1998
(the "Base Indenture"), between the Company and U.S. Bank National Association,
as successor trustee to State Street Bank and Trust Company, as Trustee (the
"Trustee"), to be supplemented by Supplemental Indenture No. 8, to be dated on
or about February 15, 2005 (in the form provided to us by the Company, the
"Supplemental Indenture"), between the Company and the Trustee (the Base
Indenture, as so supplemented, the "Indenture"). We understand that the Senior
Notes are to be offered and sold under the Company's Registration Statement on
Form S-3, No. 333-43573, as amended, and/or the Company's Registration Statement
on Form S-3, No. 333-84064, as amended (collectively, the "Registration
Statement").

     In connection with this opinion, we have examined and relied upon copies of
(i) the Registration Statement, (ii) the final Prospectus dated March 20, 2002
(the "Base Prospectus") relating to the Registration Statement, (iii) the final
Prospectus Supplement to the Base Prospectus dated February 10, 2005 relating to
the Senior Notes (the "Prospectus Supplement" and the Base Prospectus, as
supplemented thereby, the "Prospectus"), (iv) the Indenture, and (iv)
resolutions adopted by the Board of Trustees of the Company on February 9, 2005
and resolutions adopted by an Ad Hoc Pricing Committee of the Board of Trustees
of the Company on February 10, 2005, each relating to the Senior Notes. We have
also examined and relied upon originals or copies of such records, agreements
and instruments of the Company, certificates of public officials and of officers
of the Company and such other documents and records, and such matters of law, as
we have deemed necessary as a basis for the opinions hereinafter expressed. In
making such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals and the conformity to the originals of all documents
submitted to us as copies, which facts we have not independently verified.

     We have assumed for purposes of this opinion that the Trustee is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and is duly qualified to engage in the activities
contemplated by, and has the requisite organizational and legal power and
authority to perform its obligations under, the

<Page>

Hospitality Properties Trust
February 10, 2005
Page 2

Indenture, that the Trustee is in compliance with all applicable laws and
regulations, and that the Indenture is and will be the valid and binding
agreement of the Trustee, enforceable against the Trustee in accordance with its
terms.

     We express no opinion herein as to any laws other than the laws of the
Commonwealth of Massachusetts and the federal laws of the United States. Insofar
as this opinion involves matters of Maryland law we have, with the Company's
permission, relied solely upon the opinion of even date herewith of Venable LLP,
a copy of which we understand the Company is filing as Exhibit 5.2 to its
Current Report on Form 8-K, to be dated February 11, 2005 (the "Current
Report"), and with respect to matters involving Maryland law our opinion is
subject to the limitations and qualifications set forth in such opinion.

     Our opinion set forth below with respect to the validity or binding effect
of the Senior Notes or any obligations is subject to (i) limitations arising
under applicable bankruptcy, insolvency, reorganization, fraudulent transfer
moratorium or other similar laws affecting the enforcement generally of the
rights and remedies of creditors and secured parties or the obligations of
debtors, (ii) general principles of equity (regardless of whether considered in
a proceeding at law or in equity), including, without limitation, the discretion
of any court of competent jurisdiction in granting specific performance or
injunctive or other equitable relief, and (iii) an implied duty on the part of
the party seeking to enforce rights or remedies to take action and make
determinations on a reasonable basis and in good faith to the extent required by
applicable law.

     Based on and subject to the foregoing, we are of the opinion that, as of
the date hereof, the Senior Notes have been duly authorized and, when (i) the
Supplemental Indenture shall have been duly executed and delivered by the
parties thereto and (ii) the Senior Notes have been (A) duly executed and
delivered by the Company and authenticated by the Trustee as provided in the
Indenture, and (B) duly delivered to the purchasers thereof against payment of
the agreed consideration therefor, as provided in the Registration Statement,
the Prospectus and the Indenture, will constitute validly issued and binding
obligations of the Company.

     The opinions set forth herein are rendered as of the date hereof, and we
assume no obligation to update such opinions to reflect any facts or
circumstances which may hereafter come to our attention or any changes in the
law which may hereafter occur. We hereby consent to the filing of this opinion
as Exhibit 5.1 to the Current Report, which is incorporated by reference into
the Registration Statement and the Prospectus, and to references to this firm
under the caption "Validity of the Offered Securities" in the Base Prospectus
and "Legal Matters" in the Prospectus Supplement. In giving this consent, we do
not admit that we are within the category of persons whose consent is required
by Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ SULLIVAN & WORCESTER LLP

SULLIVAN & WORCESTER LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>7
<FILENAME>a2151642zex-5_2.txt
<DESCRIPTION>EXHIBIT 5.2
<TEXT>
<Page>

                                                                     Exhibit 5.2

                           [LETTERHEAD OF VENABLE LLP]


                                February 10, 2005


Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts  02458

          Re:   Registration Statements on Form S-3
                (File Nos. 333-43573 and 333-84064)
                -----------------------------------

Ladies and Gentlemen:

          We have served as Maryland counsel to Hospitality Properties Trust, a
Maryland real estate investment trust (the "Company"), in connection with
certain matters of Maryland law arising out of the issuance of $300,000,000
aggregate principal amount of the Company's 5.125% Senior Notes due February 15,
2015 (the "Notes"), covered by the above-referenced Registration Statements, and
all amendments thereto (collectively, the "Registration Statement"), filed by
the Company with the United States Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act"). The
Notes are to be issued in an underwritten public offering (the "Offering")
pursuant to a Prospectus Supplement, dated February 10, 2005 (the "Prospectus
Supplement"). Unless otherwise defined herein, capitalized terms used but not
defined herein shall have the meanings given to them in the Registration
Statement.

          In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):

          1.   The Registration Statement and the related prospectus included
therein;

          2.   The Prospectus Supplement, substantially in the form to be filed
with the Commission;

          3.   The Amended and Restated Declaration of Trust, as amended and
supplemented, of the Company, certified as of a recent date by the State
Department of Assessments and Taxation of Maryland (the "SDAT");

<Page>

Hospitality Properties Trust
February 10, 2005
Page 2

          4.   The Bylaws of the Company, certified as of the date hereof by an
officer of the Company;

          5.   A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;

          6.   Resolutions adopted by the Board of Trustees of the Company
relating to the authorization of the issuance of the Notes, certified as of the
date hereof by an officer of the Company (the "Resolutions");

          7.   A certificate executed by an officer of the Company, dated as of
the date hereof; and

          8.   Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.

          In expressing the opinion set forth below, we have assumed the
following:

          1.   Each individual executing any of the Documents, whether on behalf
of such individual or another person, is legally competent to do so.

          2.   Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.

          3.   Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms.

          4.   All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and complete.
All representations, warranties, statements and information contained in the
Documents are true and complete. There has been no oral or written modification
of or amendment to any of the Documents, and there has been no waiver of any
provision of any of the Documents, by action or omission of the parties or
otherwise.

          Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:

<Page>

Hospitality Properties Trust
February 10, 2005
Page 3

          1.   The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.

          2.   The issuance of the Notes has been duly authorized and, when
issued and delivered by the Company against payment therefor pursuant to the
Resolutions and the applicable underwriting agreement and otherwise in
accordance with the Registration Statement, the Notes will be validly issued.

          The foregoing opinion is limited to the laws of the State of Maryland
and we do not express any opinion herein concerning any other law. We express no
opinion as to compliance with, or the applicability of, federal or state
securities laws, including the securities laws of the State of Maryland. The
opinion expressed herein is subject to the effect of judicial decisions which
may permit the introduction of parol evidence to modify the terms or the
interpretation of agreements.

          The opinion expressed herein is limited to the matters specifically
set forth herein and no other opinion shall be inferred beyond the matters
expressly stated. We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.

          This opinion is being furnished to you solely for submission to the
Commission as an exhibit to the Company's Current Report on Form 8-K, dated
February 10, 2005 (the "Current Report"), which is incorporated by reference in
the Registration Statement. Accordingly, this opinion may not be relied upon by,
quoted in any manner to, or delivered to any other person or entity (other than
Sullivan & Worcester LLP, counsel to the Company, in connection with an opinion
of even date herewith to be issued by it relating to the issuance of the Notes)
without, in each instance, our prior written consent. We hereby consent to the
filing of this opinion as an exhibit to the Current Report and the said
incorporation by reference and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the 1933 Act.

                                           Very truly yours,

                                           /s/ Venable LLP


41964/212680
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>8
<FILENAME>a2151642zex-8_1.txt
<DESCRIPTION>EXHIBIT 8.1
<TEXT>
<Page>

                                                                     EXHIBIT 8.1

                    [LETTERHEAD OF SULLIVAN & WORCESTER LLP ]


                                               February 10, 2005


Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts  02458

Ladies and Gentlemen:

     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 (the "SEC") as Exhibit 8.1 to the Company's
Current Report on Form 8-K to be filed within one week of the date hereof (the
"Form 8-K"), under the Securities Exchange Act of 1934, as amended.

     We have acted as counsel for the Company in connection with its
Registration Statements on Forms S-3, File Nos. 333-43573 and 333-84064
(collectively, the "Registration Statement"), 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 Statement,
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) the declaration of trust and the by-laws of the Company,
each as amended and restated; (ii) the prospectus supplement dated February 10,
2005 (the "Prospectus Supplement") to the final prospectus dated March 20, 2002
(as supplemented by the Prospectus Supplement, the "Prospectus"), which forms a
part of the Registration Statement, relating to, INTER ALIA, the Company's
offering of $300,000,000 of its 5 1/8% Senior Notes due February 15, 2015; and
(iii) the section of Item 1 of the Company's Annual Report on Form 10-K for its
fiscal year ended December 31, 2003 (the "Form 10-K"), captioned "Federal Income
Tax Considerations," as such section is supplemented by the discussion in Part
(b) of Item 8.01 of the Company's Current Report on Form 8-K filed December 13,
2004 (the "Current Report") captioned "Supplementary federal income tax
considerations," and the section of Item 1 of the Form 10-K captioned "ERISA
Plans, Keogh Plans and Individual Retirement Accounts." With respect to all
questions of fact on which the opinion set forth below is based, we have assumed
the accuracy and completeness of and have relied on the information set forth in
the Prospectus, the Form 10-K, the Current Report, and the documents
incorporated therein by reference, and on representations and certifications
made to us by officers of the Company. We have not independently verified such
information.

<Page>

Hospitality Properties Trust
February 10, 2005
Page 2

     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 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 discussion with respect to Tax
Laws matters in the section of Item 1 of the Form 10-K captioned "Federal Income
Tax Considerations," as such section is supplemented by the discussion in Part
(b) of Item 8.01 of the Current Report captioned "Supplementary federal income
tax considerations," and in preparing the discussion with respect to ERISA Laws
matters in the section of Item 1 of the Form 10-K captioned "ERISA Plans, Keogh
Plans and Individual Retirement Accounts," all as supplemented by the section of
the Prospectus Supplement captioned "Material federal income tax
considerations," we have made certain assumptions and expressed certain
conditions and qualifications therein, all of which assumptions, conditions and
qualifications are incorporated herein by reference. With respect to all
questions of fact on which our opinion is based, we have assumed the initial and
continuing truth, accuracy and completeness of: (i) the information set forth in
the Form 10-K, the Current Report, the Prospectus, and in the documents
incorporated therein by reference; and (ii) representations and certifications
made to us by officers of the Company or contained in the Form 10-K, the Current
Report, 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."

     We have relied upon, but not independently verified, the foregoing
assumptions. If any of the foregoing assumptions is inaccurate or incomplete for
any reason, or if the transactions described in the Form 10-K, the Current
Report 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.

     Based upon and subject to the foregoing, we are of the opinion that the
discussion with respect to Tax Laws matters in the section of Item 1 of the Form
10-K captioned "Federal Income Tax Considerations," as supplemented by the
discussion in Part (b) of Item 8.01 of the Current Report captioned
"Supplementary federal income tax considerations," and the discussion with
respect to ERISA Laws matters in the section of Item 1 of the Form 10-K
captioned "ERISA Plans, Keogh Plans and Individual Retirement Accounts," all as
supplemented by the discussion in the section of the Prospectus Supplement
captioned "Material federal income tax considerations," in all material respects
are accurate and fairly summarize the Tax Laws issues and the ERISA Laws issues
addressed therein, and hereby confirm that the opinions of counsel referred to
in said sections represent our opinions on the subject matter thereof.

     Our opinion above is limited to the matters specifically covered hereby,
and we have not been asked to address, nor have we addressed, any other matters
or any other transactions. Further, we disclaim any undertaking to advise you of
any subsequent changes of the matters

<Page>

Hospitality Properties Trust
February 10, 2005
Page 3

stated, represented or assumed herein or any subsequent changes in the Tax Laws
or the ERISA Laws.

     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 opinion as an exhibit to the Form
8-K, which is incorporated by reference in the Company's Registration Statement,
and to the references to our firm in the Form 10-K and the Registration
Statement. In giving such consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
under the rules and regulations of the SEC promulgated thereunder.

                                   Very truly yours,

                                   /s/ SULLIVAN & WORCESTER LLP

                                   SULLIVAN & WORCESTER LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>9
<FILENAME>a2151642zex-23_3.txt
<DESCRIPTION>EXHIBIT 23.3
<TEXT>
<Page>
                                                                   Exhibit 23.3

                         Consent of Independent Auditors


We consent to the reference to our firm under the caption "Experts" in the
Registration Statements (Form S-3 No. 333-43573 and 333-84064) and related
Prospectus Supplement of Hospitality Properties Trust for the offering of $300
million of Senior Unsecured Notes and to the incorporation by reference therein
of our report dated February 23, 2004 (except for Note 11, as to which the date
is March 10, 2004), with respect to the consolidated financial statements and
schedule of Hospitality Properties Trust included in its Annual Report (Form
10-K) for the year ended December 31, 2003, filed with the Securities and
Exchange Commission.


                                           /s/ Ernst & Young LLP

Boston, Massachusetts
February 10, 2005

</TEXT>
</DOCUMENT>
</SUBMISSION>
