945394--3/2/2009--HOSPITALITY_PROPERTIES

related topics

{investment, property, distribution}

{debt, indebtedness, cash}

{loan, real, estate}

{acquisition, growth, future}

{interest, director, officer}

{tax, income, asset}

{stock, price, share}

{cost, operation, labor}

{capital, credit, financial}

{cost, regulation, environmental}

{condition, economic, financial}

{provision, law, control}

{financial, litigation, operation}

{cost, contract, operation}

{competitive, industry, competition}

The current recession is adversely impacting our tenants and operators and may jeopardize their abilities to pay our rents and returns. We may be unable to access the capital necessary to repay our debts or otherwise conduct business. A majority of our rents and returns are guaranteed by the parent companies of our tenants and operators, but these guarantees may not ensure that payments due to us will be made. Our security deposits will not provide cash flow to us. Inherent risks in the hotel industry could affect our business. Events beyond our control, including wars and terrorism, have reduced the financial results experienced in the hotel industry generally and the financial performance of our hotels. If these or similar problems persist or recur, our operating and financial results may be harmed by declines in average daily room rates and/or occupancy. Financial difficulties at TA could continue or worsen. We depend on a limited number of operators for our properties and we have a high concentration of our properties with a limited number of operators and their brands. We are not permitted to operate our properties and we are dependent on the managers and tenants of our properties. We are subject to risks arising from litigation. The loss of our tax status as a REIT or tax authority challenges could have significant adverse consequences to us and reduce the market price of our securities. There is no assurance that we will make distributions in the future. We may be unable to provide the funding required for the refurbishment of our properties. Our business dealings with our managing trustees and related persons may create conflicts of interest. We depend upon RMR to manage our business and implement our growth strategy. Ownership limitations and anti-takeover provisions in our declaration of trust, bylaws and rights agreement, as well as certain provisions of Maryland law, may prevent shareholders from implementing beneficial changes or prevent shareholders from receiving a takeover premium for their shares. Our rights and the rights of our shareholders to take action against our trustees and officers are limited. Some of our management agreements and leases limit our ability to sell or finance some of our properties. Acquisitions that we make may not be successful. We face competition for the acquisition of properties. We may change our operational and investment policies without shareholder approval. Real estate ownership creates risks and liabilities. Compliance with environmental laws may be costly. We have substantial debt obligations and may incur additional debt. If we issue secured debt or subsidiary debt, such debt will have priority claims on certain of our assets which are senior to our existing debts. Our notes may permit redemption before maturity, and our noteholders may be unable to reinvest proceeds at the same or a higher rate. There may be no public market for notes we may issue and one may not develop. We may not have the cash necessary to pay the principal return and any net amount upon the conversion of our convertible notes or to repurchase the convertible notes or other debt on specified dates or following certain change in control transactions. Increasing interest rates may adversely affect us and the value of your investment in our shares. Rating agency downgrades may increase our cost of capital.

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945394--3/2/2009--HOSPITALITY_PROPERTIES_TRUST