HPT » Topics » (a) Title . The Notes shall be Registered Securities under the Indenture and shall be known as the Companys 6.70% Senior Notes due 2018.

This excerpt taken from the HPT 10-Q filed Nov 7, 2007.

(a)           Title.  The Notes shall be Registered Securities under the Indenture and shall be known as the Company’s “6.70% Senior Notes due 2018.”

(b)           Aggregate Principal Amount.  The aggregate principal amount of Notes to be authenticated and delivered under this Supplemental Indenture shall initially be limited to $350,000,000, except as otherwise permitted by the provisions of the Indenture; provided that the Company may from time to time, without the consent of the Holders of the Notes, increase the principal amount of the Notes by issuing additional Securities in the future (the “Additional Notes”) having the same terms and ranking equally and ratably with the Notes in all respects and with the same CUSIP number as the Notes, except for the difference in the issue price and interest accrued prior to the issue date of such Additional Notes, provided that such Additional Notes constitute part of the same issue as the Notes for U.S. federal income tax purposes.  Any Additional Notes will be treated as a single series with the Notes under the Indenture and shall have the same terms as to status, redemption and otherwise as the Notes, and references herein to the Notes shall include any Additional Notes.

(c)           Form of Notes.  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.  Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution  thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject.

(d)           Registered Securities in Book Entry Form.   The Notes shall be issuable in the form of one or more global Securities registered in the name of The Depository Trust Company’s nominee, and shall be deposited with, or on behalf of, The Depository Trust Company, New York, New York (including any successor depositary appointed hereunder, the “Depositary”).  The Notes may be surrendered for registration of transfer at the office or agency of the Company (including the Corporate Trust Office of the Trustee) maintained for such purpose, or at any other office or agency maintained by the Company for such purpose.

So long as the Depositary or its nominee is the registered owner of a Global Note, the Depositary or its nominee, as the case may be, will be considered the sole Holder of the Notes represented by such Global Note for all purposes under the Indenture and this Supplemental Indenture, and the beneficial owners of the Notes will be entitled only to those

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rights and benefits afforded to them in accordance with the Depositary’s regular operating procedures.  Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes in certificated form and will not be considered the registered owners or Holders thereof under the Indenture or this Supplemental Indenture.

If (i) the Depositary is at any time unwilling or unable to continue as depository or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act and a successor depository is not appointed by the Company within 90 days, (ii) an Event of Default relating to the Notes has occurred and is continuing and the beneficial owners representing a majority in principal amount of the Notes advise the Depository to cease acting as depository for the Notes, or (iii) the Company, in its sole discretion, determines at any time that the Notes shall no longer be represented by a Global Note, the Company will in accordance with the Indenture issue individual Notes in certificated form of the same series and like tenor and in the applicable principal amount in exchange for the Notes represented by the Global Note.  In any such instance, an owner of a beneficial interest in a Global Note will be entitled to physical delivery of individual Notes in certificated form of the same series and like tenor, equal in principal amount to such beneficial interest and to have the Notes in certificated form registered in its name.  Notes so issued in certificated form will be issued in denominations of $1,000 or any integral multiple thereof and will be issued in registered form only, without coupons.

(e)           Interest and Interest Rate.  The Notes will bear interest at a rate of 6.70% per annum, from September 28, 2007 (or, in the case of Additional Notes, as provided in Section 2.1(b) above) or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2008, 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 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”).

(f)            Principal Repayment; Currency.  The stated maturity of the Notes is January 15, 2018; provided, however, the Notes may be earlier redeemed at the option of the Company as provided in paragraph (g) 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.

(g)           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 (it being understood that if the notes are redeemed on or after July 15, 2017, the Make-Whole Amount equals zero).

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(h)           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 6.70% Senior Notes due 2018, or as to either party, at such other address as shall be designated by such party in a written notice to the other party.

This excerpt taken from the HPT 8-K filed Sep 26, 2007.

(a)           Title.  The Notes shall be Registered Securities under the Indenture and shall be known as the Company’s “6.70% Senior Notes due 2018.”

(b)           Aggregate Principal Amount.  The aggregate principal amount of Notes to be authenticated and delivered under this Supplemental Indenture shall initially be limited to $350,000,000, except as otherwise permitted by the provisions of the Indenture; provided that the Company may from time to time, without the consent of the Holders of the Notes, increase the principal amount of the Notes by issuing additional Securities in the future (the “Additional Notes”) having the same terms and ranking equally and ratably with the Notes in all respects and with the same CUSIP number as the Notes, except for the difference in the issue price and interest accrued prior to the issue date of such Additional Notes, provided that such Additional Notes constitute part of the same issue as the Notes for U.S. federal income tax purposes.  Any Additional Notes will be treated as a single series with the Notes under the Indenture and shall have the same terms as to status, redemption and otherwise as the Notes, and references herein to the Notes shall include any Additional Notes.

(c)           Form of Notes.  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.  Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution  thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject.

(d)           Registered Securities in Book Entry Form.   The Notes shall be issuable in the form of one or more global Securities registered in the name of The Depository Trust Company’s nominee, and shall be deposited with, or on behalf of, The Depository Trust Company, New York, New York (including any successor depositary appointed hereunder, the “Depositary”).  The Notes may be surrendered for registration of transfer at the office or agency of the Company (including the Corporate Trust Office of the Trustee) maintained for such purpose, or at any other office or agency maintained by the Company for such purpose.

So long as the Depositary or its nominee is the registered owner of a Global Note, the Depositary or its nominee, as the case may be, will be considered the sole Holder of the Notes represented by such Global Note for all purposes under the Indenture and this Supplemental Indenture, and the beneficial owners of the Notes will be entitled only to those

5




 

rights and benefits afforded to them in accordance with the Depositary’s regular operating procedures.  Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes in certificated form and will not be considered the registered owners or Holders thereof under the Indenture or this Supplemental Indenture.

If (i) the Depositary is at any time unwilling or unable to continue as depository or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act and a successor depository is not appointed by the Company within 90 days, (ii) an Event of Default relating to the Notes has occurred and is continuing and the beneficial owners representing a majority in principal amount of Notes advise the Depository to cease acting as depository for the Note, or (iii) the Company, in its sole discretion, determines at any time that the Notes shall no longer be represented by a Global Note, the Company will in accordance with the Indenture issue individual Notes in certificated form of the same series and like tenor and in the applicable principal amount in exchange for the Notes represented by the Global Note.  In any such instance, an owner of a beneficial interest in a Global Note will be entitled to physical delivery of individual Notes in certificated form of the same series and like tenor, equal in principal amount to such beneficial interest and to have the Notes in certificated form registered in its name.  Notes so issued in certificated form will be issued in denominations of $1,000 or any integral multiple thereof and will be issued in registered form only, without coupons.

(e)           Interest and Interest Rate.  The Notes will bear interest at a rate of 6.70% per annum, from September 28, 2007 (or, in the case of Additional Notes, as provided in Section 2.1(b) above) or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2008, 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 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”).

(f)            Principal Repayment; Currency.  The stated maturity of the Notes is January 15, 2018; provided, however, the Notes may be earlier redeemed at the option of the Company as provided in paragraph (g) 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.

(g)           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 (it being understood that if the notes are redeemed on or after July 15, 2017, the Make-Whole Amount equals zero).

EXCERPTS ON THIS PAGE:

10-Q
Nov 7, 2007
8-K
Sep 26, 2007
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