Agreement To Lease Dated February 26, 1996

Exhibit 10.11


AGREEMENT TO LEASE
------------------


THIS AGREEMENT TO LEASE (this "Agreement") is entered into as of the 26th
--------- day of February, 1996, by and between HOSPITAlITY PROPERTIES TRUST, a Maryland real estate investment trust ("HPT"), and HMH HPT RESIDENCE INN, INC., a
--- Delaware corporation ("Tenant").
------


W I T N E S S E T H:
- - - - - - - - - -


WHEREAS, pursuant to a Purchase, Sale and Exchange Agreement, dated as of the date hereof (the "Purchase Agreement"), by and between HPT and HMH
------------------ Properties, Inc., HPT, either directly or through a wholly owned subsidiary, is planning to acquire those certain properties, as more particularly described in
Exhibits A-1 through A-18, attached hereto and made a part hereof; and - -------------------------


WHEREAS, subject to and upon the terms and conditions set forth in this Agreement, pursuant to a lease Agreement in the form attached hereto as Exhibit
------- B (the "Lease"), HPT has agreed to lease to Tenant, and Tenant has agreed to - - ----- lease (or, in the case of a Ground Lease Property, as hereinafter defined, sublease) from HPT, all of the Properties (this and other capitalized terms used and not otherwise defined herein having the meanings ascribed to such terms in the Purchase Agreement);


NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


1. Agreement to Lease. Subject to and upon the terms and conditions
------------------ hereinafter set forth, on the date on which HPT acquires fee simple title to each of the Fee Properties and the ground tenant's interest with respect to the Ground Lease Properties, HPT and Tenant shall each execute and deliver a lease with respect to each of the Properties and such date shall be the Commencement Date under each such lease.


2. Base Rent. The annual Base Rent payable under each lease shall be an
--------- amount equal to ten percent (10%) of the Allocable Purchase Price of the Property demised thereunder.


3. Representations of Tenant, Etc. As an inducement to HPT to enter into
------------------------------- this Agreement, Tenant hereby represents and warrants to HPT that, as of the date hereof and throughout the term of the Leases:


(a) Status and Authority of Tenant, Etc. Tenant is a corporation duly
------------------------------------ organized and validly existing under the laws of its state of incorporation and has all requisite power and


-2-


authority (corporate and other) under the laws of such state and its respective charter documents to own its property and assets, to enter into and perform its obligations under this Agreement and the leases and to transact the business in which it is engaged or presently proposes to engage. Tenant is duly qualified in each jurisdiction in which the nature of the business conducted or to be conducted by it requires such qualification.


(b) Corporate Action of Tenant, Etc. Tenant has taken all necessary action
-------------------------------- (corporate or other) under its respective charter documents to authorize the execution, delivery and performance of this Agreement and the leases and each such instrument constitutes, or will upon execution constitute, the valid and binding obligation and agreement of Tenant enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors and moratorium laws from time to time in effect, and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding therefor might be brought.


(c) No Violations of Other Agreements, Etc. Neither the execution and
--------------------------------------- delivery of this Agreement or the Leases by Tenant, nor compliance with the terms and provisions hereof or thereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of Tenant pursuant to the terms of any other indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or other instrument to which Tenant may be a party or by which Tenant or any of its properties may be bound, or violate any provisions of laws, or any applicable order, writ, injunction, judgment or decree of any court, or any order or other public regulation of any governmental commission, bureau or administrative agency.


(d) Judgments; Litigation. Except as previously disclosed to HPT in
--------------------- writing, there are no judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity, or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant, and no investigation looking toward such a proceeding has begun or is contemplated.


(e) Disclosure. To the knowledge of Tenant, neither this Agreement nor any
---------- other document, certific ...