HOST MARRIOTT, L.P. Payment of Principal and Interest Unconditionally Guaranteed by the Guarantors Thereof PURCHASE AGREEMENTPurchase Agreement • December 9th, 2003 • HMC Properties Ii LLC • Hotels & motels • New York
Host Marriott, L.P., a Delaware limited partnership (the “Company” or the “Operating Partnership”), proposes to issue and sell to the initial purchasers named in Schedule B hereto (each, an Initial Purchaser, and collectively, the “Initial Purchasers”) for which Banc of America Securities LLC and Deutsche Bank Securities Inc. are acting as representatives (the “Representatives), an aggregate of $725,000,000 principal amount of 7 1/8% Series J Senior Notes due 2013 (the “Series J Notes”), which notes are fully and unconditionally guaranteed by the subsidiaries of the Company listed on Schedule A hereto (the “Guarantors”). The Series J Notes (and related guarantees) are to be issued pursuant to the provisions of the Amended and Restated Indenture, dated as of August 5, 1998 by and among HMH Properties, Inc., the Guarantors (as named therein) and The Bank of New York, as trustee (the “Trustee”) (the “Base Indenture”) and the Twelfth Supplemental Indenture (the “Twelfth Supplemental Indent
REGISTRATION RIGHTS AGREEMENT Dated as of November 6, 2003 by and among HOST MARRIOTT, L.P., as Issuer, the Guarantors named herein and BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. as representatives of the several Initial PurchasersRegistration Rights Agreement • December 9th, 2003 • HMC Properties Ii LLC • Hotels & motels • New York
THIS REGISTRATION RIGHTS, among HOST MARRIOTT, L.P., a Delaware limited partnership (the “Issuer”), the Guarantor parties hereto and BANC OF AMERICA SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as representatives (the “Representatives”) of the several Initial Purchasers listed on Schedule B to the Purchase Agreement (as defined below) (the “Purchasers”).
TWELFTH SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED INDENTUREIndenture • December 9th, 2003 • HMC Properties Ii LLC • Hotels & motels • New York
¨ (b) Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Certificated Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Certificated Note, the Owner hereby certifies (i) the Certificated Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Certificated Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.
AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 9th, 2003 • HMC Properties Ii LLC • Hotels & motels
AMENDMENT NO. 1 dated as of November 5, 2003 (this “Amendment”), amending the PLEDGE AND SECURITY AGREEMENT dated as of June 6, 2002 (the “Pledge Agreement”) made by each of the undersigned pledgors (the “Pledgors”), in favor of Deutsche Bank Trust Company Americas, as Collateral Agent, for the benefit of the Secured Creditors. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Pledge Agreement.
