EXHIBIT 10.4
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CONSOLIDATED GUARANTY
AGREEMENT
THIS FIRST AMENDMENT TO SECOND
AMENDED AND RESTATED CONSOLIDATED GUARANTY AGREEMENT
(this “ Amendment
”) is made and entered into as of December 21, 2006 by
INTERCONTINENTAL HOTELS GROUP PLC , a corporation organized
and existing under the laws of England and Wales (“
Guarantor ”), 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 TRS IHG-3, INC. , a Maryland
corporation (together with its successors and assigns, “
TRS3 ”), HPT IHG PR, INC. , a Puerto Rico
corporation (together with its successors and assigns, “
PR Landlord ”), and HOSPITALITY PROPERTIES
TRUST , a Maryland real estate investment trust (together with
its successors and assigns, “ Trust ”; and Trust
together with TRS1, TRS2, TRS3 and PR Landlord, collectively,
“ HPT ” or the “ HPT Parties
”).
W
I T N
E S S E T H
:
WHEREAS, Guarantor entered into that certain Second
Amended and Restated Consolidated Guaranty Agreement, dated as of
January 20, 2006, for the benefit of the HPT Parties (the “
Guaranty ”); and
WHEREAS, the Guaranty covers (among other things) various
obligations owed to TRS2 under that certain Amended and Restated
Management Agreement, dated as of January 6, 2006, between TRS2 and
IHG Management (Maryland) LLC and Intercontinental Hotels Group
(Canada), Inc. (the “ IHG4 Management Agreement
”); and
WHEREAS, the IHG4 Management Agreement provides that the
Base Priority Amount (as defined therein) will be increased to the
extent of certain payments to be made under Section 3.2(b) of the
Purchase Agreement (as defined in the IHG4 Management Agreement);
and
WHEREAS, at the request of certain affiliates of
Guarantor, the parties to the Purchase Agreement are entering into
a First Amendment to Amended and Restated Purchase and Sale
Agreement (the “ Purchase Agreement Amendment ”)
to delay the timing of one of the payments to be made under Section
3.2(b) of the Purchase Agreement; and
WHEREAS, in connection with the Purchase Agreement
Amendment, TRS2, IHG Management (Maryland) LLC and InterContinental
Hotels Group (Cana
