Equity Commonwealth – ‘SC 13D/A’ on 2/10/98 re: Hospitality Properties Trust – EX-6

As of:  Tuesday, 2/10/98   ·   Accession #:  908737-98-135   ·   File #:  5-44389

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           6     21K 
                          Ownership                                              
 2: EX-5        Opinion re: Legality                                   3     11K 
 3: EX-6        Opinion re: Discount on Capital Shares                 3     11K 

EX-6   —   Opinion re: Discount on Capital Shares

EX-6
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                                                                 EXHIBIT 6

LOCK-UP AGREEMENT FOR ADVISORS

                                          December 9, 1997

Donaldson, Lufkin & Jenrette                                                    
Securities Corporation                                        
A.G. Edwards & Sons, Inc.                                                       
Legg Mason Wood Walker, Incorporated                                            
Merrill Lynch, Pierce, Fenner & Smith                                           
Incorporated                                                  
Prudential Securities Incorporated                                              
Smith Barney Inc.                                                               
As Representatives of the several                                         
Underwriters described below                                              

Dear Sirs:                                                                      

         The  undersigned   understands   that  Donaldson,   Lufkin  &  Jenrette
Securities  Corporation,  A.G.  Edwards & Sons,  Inc.,  Legg Mason Wood  Walker,
Incorporated,  Merrill Lynch,  Pierce,  Fenner & Smith Incorporated,  Prudential
Securities   Incorporated  and  Smith  Barney  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                                              

EX-6
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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 Donaldson,  Lufkin & Jenrette 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,
director,  officers or affiliates  under its control to comply with the terms of
this letter agreement as if such persons or entities were parties hereto.       

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EX-6
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                                   Very truly yours,

                                     HRPT ADVISORS, INC.

                                         By /s/ David J. Hegarty
                                                Name: David J. Hegarty
                                          Title: President

Accepted and agreed as of the date first above written:                         

DONALDSON, LUFKIN & JENRETTE                                                    
SECURITIES CORPORATION                                                    

By /s/ Steven L. Kantor                                                         
Name: Steven L. Kantor                                                  
Title: Managing Director                                                

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		2/11/98							8-K
Filed on:		2/10/98
		12/9/97		1					8-K
									List all Filings