GUARANTY AGREEMENT





         THIS GUARANTY AGREEMENT (this "Agreement") is made and given as of

October 27, 2003, by INTERCONTINENTAL HOTELS GROUP PLC, a corporation organized

and existing under the laws of the United Kingdom (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, the Tenant and Intercontinental Hotels Group Resources, Inc.

(the "Manager") are, on the date hereof, entering into a Management Agreement

(as the same may be amended, modified, supplemented, or otherwise altered, the

"Management Agreement") with respect to certain hotels, all as more particularly

set forth in the Management Agreement; and



         WHEREAS, it is a condition precedent to the Tenant's entering into the

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 Management Agreement 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 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

{PAGE}



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.



         "Outstanding Balance" shall mean, from time to time, the Fifty Million

Dollars ($50,000,000) less the excess of the aggregate amount paid by the

Guarantor under Section 3 hereof

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