Service Properties Trust (SVC) 10-K 2005 FY Annual report

Exhibit 10.20

THIRD AMENDMENT TO MANAGEMENT AGREEMENT

THIS THIRD AMENDMENT TO MANAGEMENT AGREEMENT (this “Third Amendment”) is made as of February 16, 2005 by and between HPT TRS IHG-1, INC., a Maryland corporation (“Owner”), and INTERCONTINENTAL HOTELS GROUP RESOURCES, INC., a Delaware corporation (“Manager”).

WHEREAS, Owner and Manager entered into that certain Management Agreement dated as of July 1, 2003, as amended by that certain First Amendment to Management Agreement dated as of September 18, 2003 and that certain Second Amendment to Management Agreement dated as of March, 2004 (as so amended, the “Management Agreement”); and

WHEREAS, Owner and Manager wish to amend the Management Agreement, subject to and upon the terms and conditions hereinafter provided;

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 Third Amendment and not otherwise defined herein shall have the meaning ascribed thereto in the Management Agreement.

2.From and after the date hereof, Section 1.39 (“Guaranty”) of the Management Agreement is hereby deleted in its entirety and the following inserted in its place:

“Guaranty”  shall mean that certain Amended and Restated Consolidated Guaranty Agreement dated as of February        , 2005 made by IHG for the benefit of, inter alia, Owner, or, if applicable, the New Staybridge Guaranty (as defined in such Amended and Restated Consolidated Guaranty Agreement), as the same may be amended, supplemented or replaced from time to time excluding, however, the New Candlewood Guaranty (as defined in such Amended and Restated Consolidated Guaranty Agreement) as the same may be amended, supplemented or replaced from time to time.

3.Section 17.2 (“Remedies for Manager Default”) of the Management Agreement is hereby amended by deleting the sixth (6^th) sentence thereof in its entirety and inserting the following in its place:

Such liquidated damages shall be equal to the sum of (i) all accrued but unpaid amounts due to Owner hereunder up until the date of termination, plus (ii) the Outstanding Balance (as defined in the Guaranty), plus (iii) the outstanding balance of the Deposit.

4.All references in the Management Agreement to the Management Agreement shall be deemed to be references thereto as amended hereby.

5.As modified hereby, the Management Agreement is in full force and effect and is hereby ratified and confirmed.

6.This Third Amendment may be executed in one or more counterparts, all of which counterparts shall constitute but one and the same document.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Third Amendment effective as of the day and year first above written.

OWNER:
HPT TRS IHG-1, INC.
By:	/s/ John G. Murray
	John G. Murray
	Vice President
MANAGER:
INTERCONTINENTAL HOTELS
GROUP RESOURCES, INC.
By:	/s/ Robert J. Chitty
	Robert J. Chitty
	Vice President

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