EXHIBIT 10.6
FIRST AMENDMENT TO AMENDED AND
RESTATED MANAGEMENT
AGREEMENT
THIS FIRST AMENDMENT
TO AMENDED AND
RESTATED MANAGEMENT AGREEMENT (this “ Amendment
”) is made and entered into as of December 21, 2006 by and
between: (i) IHG MANAGEMENT (MARYLAND) LLC, a Maryland limited
liability company (“ IHG Maryland ”) ,
and INTERCONTINENTAL HOTELS GROUP (CANADA), INC., a corporation
under the laws of Ontario, Canada (“ IHG Canada
”, and together with IHG Maryland, collectively, “
Manager ”), and (ii) HPT TRS IHG-2, INC., a Maryland
corporation (“Owner”).
WHEREAS, Manager and Owner entered
into that certain Amended and Restated Management Agreement, dated
as of January 6, 2006 (the “ Management Agreement
”); and
WHEREAS, Manager and owner wish to
amend the Management Agreement to modify the definition of Base
Priority Amount;
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 Amendment and not otherwise defined
herein shall have the meaning ascribed thereto in the Management
Agreement.
2.
Section 1.30 of the Management Agreement is deleted in its entirety
and replaced with the .
following:
1.30 “ Base Priority
Amoun
