EXHIBIT 5
LOCK-UP AGREEMENT FOR HRPT
December 9, 1997
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation
X.X. Xxxxxxx & Sons, Inc.
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Prudential Securities Incorporated
Xxxxx Xxxxxx Inc.
As Representatives of the several
Underwriters described below
Dear Sirs:
The undersigned understands that Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation, X.X. Xxxxxxx & Sons, Inc., Xxxx Xxxxx Xxxx Xxxxxx,
Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Prudential
Securities Incorporated and Xxxxx Xxxxxx Inc., as representatives (the
"Representatives") of the several Underwriters, propose to enter into an
Underwriting Agreement between Hospitality Properties Trust (the "Company") and
the several Underwriters named in Schedule I thereto (the "Underwriters")
providing for the public offering by the Underwriters of up to 11,500,000
(including an overallotment option) Common Shares of Beneficial Interest, par
value $0.01 per share (the "Common Shares"), of the Company (the "Public
Offering"). The parties hereto acknowledge that the number of Common Shares to
be sold in the Public Offering, and any other terms of the Public Offering, may
be varied at any time, with no effect on the validity or binding nature of this
letter agreement.
In consideration of the Underwriters' agreement to purchase and
undertake the Public Offering of Common Shares and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned agrees
that it will not, directly or indirectly, (i) offer, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase or otherwise transfer or
dispose of, directly or indirectly, any Common Shares or any securities
convertible into or exercisable or exchangeable for Common Shares or (ii) enter
into any swap or other arrangement
that transfers all or a portion of the economic consequences associated with the
ownership of any Common Shares (regardless of whether any of the transactions
described in clause (i) or (ii) is to be settled by the delivery of Common
Shares, or such other securities, in cash or otherwise), without the prior
written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"),
for a period of ninety (90) days after the date of the final prospectus
supplement relating to the Public Offering.
In addition, the undersigned agrees that it will and the Company may
(i) with respect to any Common Shares for which the undersigned is a record
holder, cause the transfer agent for the Company to note stop transfer
instructions with respect to such Common Shares on the transfer books and
records of the Company and (ii) with respect to any Common Shares for which the
undersigned is the beneficial holder but not the record holder, cause the record
holder of such Common Shares to cause the transfer agent for the Company to note
stop transfer instructions with respect to such Common Shares on the transfer
books and records of the Company.
In addition, during such period, the undersigned agrees not to make any
demand for, or exercise any right with respect to, the registration of any
Common Shares or any securities convertible into or exercisable or exchangeable
for Common Shares without the prior written consent of DLJ.
Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
The undersigned hereby represents and warrants that (i) it has duly
authorized, executed and delivered this letter agreement, (ii) it has full power
and authority to enter into this letter agreement and (iii) upon request, it
will execute any additional documents necessary or desirable in connection with
the enforcement hereof. All authority herein conferred or agreed to be conferred
by the undersigned and all obligations of the undersigned hereunder shall be
binding upon the successors and assigns of the undersigned. In addition, the
undersigned hereby agrees to take all action necessary to cause its trustees,
directors, officers or affiliates under its control to comply with the terms of
this letter agreement as if such persons or entities were parties hereto.
2
Very truly yours,
HEALTH AND RETIREMENT
PROPERTIES TRUST
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President
Accepted and agreed as of the date first above written:
XXXXXXXXX, LUFKIN & XXXXXXXX
SECURITIES CORPORATION
By /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
3
