Exhibit 4.3
THIRD SUPPLEMENTAL INDENTURE
TO AMENDED AND RESTATED INDENTURE
THIRD SUPPLEMENTAL INDENTURE, dated as of December 14, 1998, by and among
HMH PROPERTIES, INC., a Delaware corporation (the "Company"), HOST MARRIOTT,
L.P., a Delaware limited partnership (the "Operating Partnership"), the entities
identified herein as New Subsidiary Guarantors and the Trustee (as defined
below), to Amended and Restated Indenture, dated as of August 5, 1998 (as
supplemented and amended from time to time, the "Indenture"), among the Company,
the Guarantors named therein and Subsidiary Guarantors named therein (the
"Original Subsidiary Guarantors") and MARINE MIDLAND BANK, as Trustee (the
"Trustee")
RECITALS
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WHEREAS, the Company, the Guarantors, the Original Subsidiary Guarantors
and the Trustee executed and delivered the Indenture amending and restating the
form of Indenture previously filed as Exhibit 4.1 to the Registration Statement
(No. 333-50729) filed with Securities and Exchange Commission (the "Commission")
on Form S-3 by the Company, the Guarantors and the Original Subsidiary
Guarantors;
WHEREAS, pursuant to that certain First Supplemental Indenture dated as of
August 5, 1998 among the Company, the Guarantors, the Original Subsidiary
Guarantors and the Trustee, (i) the Company issued under the Indenture as
thereby supplemented, $500,000,000 aggregate principal amount of 7% Series A
Senior Notes due to 2005 (the "Series A Notes") and $1,200,000,000 aggregate
principal amount of 7% Series B Senior Notes due 2008 (the "Series B Notes") and
(ii) each Guarantor and Original Subsidiary Guarantor fully and unconditionally
guaranteed the Company's obligations under the Series A Senior Notes and Series
B Senior Notes and its obligations under the Indenture;
WHEREAS, pursuant to that certain Second Supplemental Indenture dated as of
December 11, 1998, among the Company, the Guarantors, the Original Subsidiary
Guarantors and the Trustee, (i) the Company issued under the Indenture, as
thereby supplemented, $500,000,000 aggregate principal amount of 8.45% Series C
Senior Notes due 2008 (the "Series C Senior Notes" and, together with the Series
A Senior Notes and the Series B Senior Notes, the "Senior Notes") and (ii) each
Guarantor and Original Subsidiary Guarantor fully and unconditionally guaranteed
the Company's obligations under the Series C Senior Notes and its obligations
under the Indenture;
WHEREAS, the Company intends to merge with and into the Operating
Partnership and the Operating Partnership will be the continuing Person in such
merger (the "Company Merger") and become the obligor under the Senior Notes and
the Indenture;
WHEREAS, each Original Subsidiary Guarantor listed on Schedule A intends to
merge with and into the New Subsidiary Guarantor set forth next to such Original
Subsidiary Guarantor on Schedule A, and, in each case, the corresponding New
Subsidiary Guarantor will be the surviving Person in such merger and become the
obligor under such Original Subsidiary Guarantor's Guarantees of the Senior
Notes and the Indenture;
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NOW THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties agree as follows:
Section 1. Successor Obligor. In accordance with Article 5 of the
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Indenture, effective upon consummation of the Company Merger, the Operating
Partnership will succeed to, and be substituted for, and may exercise every
right and power of, the Company under the Indenture with the same effect as if
the Operating Partnership had been named therein as the obligor, and the
Operating Partnership hereby assumes, effective upon consummation of the Company
Merger, all of the obligations of the Company pursuant to the Senior Notes and
under the Indenture.
Section 2. Successor Guarantee Obligors. In accordance with Section 4.13
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of the Indenture, effective upon consummation of a merger of an Original
Subsidiary Guarantor listed on Schedule A with and into the identified New
Subsidiary Guarantor, such New Subsidiary Guarantor will assume all of the
obligations of the corresponding Original Subsidiary Guarantor pursuant to such
Original Subsidiary Guarantor's Guarantee of the Senior Notes and under the
Indenture. In accordance therewith, each such New Subsidiary Guarantor does
hereby unconditionally and fully guarantee, on a senior basis, all of the
obligations of the corresponding Original Subsidiary Guarantor under such
Original Subsidiary Guarantor's Guarantee under the Indenture on the terms set
forth in the Indenture, such guarantee to become effective upon consummation of
such merger.
Section 3. Defined Terms. All capitalized terms used but not defined
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herein shall have the meaning attributed to such terms under the Indenture.
Section 4. The Trustee shall not responsible in any manner whatsoever for
or in respect of the recitals contained herein, all of which recitals are made
solely by the Operating Partnership and the New Subsidiary Guarantors.
Section 5. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL
PRACTICE LAWS AND RULE 327(B). THE OPERATING PARTNERSHIP AND EACH OF THE NEW
SUBSIDIARY GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW
YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR
ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK,
IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE AND THE SECURITIES AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
COURT. THE OPERATING PARTNERSHIP AND EACH OF THE NEW SUBSIDIARY GUARANTORS
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
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COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, NOTHING HEREIN SHALL EFFECT THE
RIGHT OF THE TRUSTEE OR ANY SECURITY HOLDER TO SERVES PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE OPERATING PARTNERSHIP, AND THE NEW SUBSIDIARY GUARANTORS IN ANY
OTHER JURISDICTION.
Section 6. The party may sign any number of copies of this Third
Supplemental Indenture. Each signed copy shall be an original but all such
executed copies together shall represent the same agreement.
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IN WITNESS WHEREOF, the parties hereto have cause this Third Supplemental
Indenture to be duly executed, all as of the date first written above.
HMH PROPERTIES, INC.
By:
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Name:
Title:
HOST MARRIOTT, L.P.
By: HMC REAL ESTATE LLC,
its general partner
By:
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Name:
Title:
HMH MARINA LLC
By:
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Name:
Title:
HMC RETIREMENT PROPERTIES, LLC
By:
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Name:
Title:
HMC SFO LLC
By:
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Name:
Title:
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HMH PENTAGON LLC
By:
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Name:
Title:
AIRPORT HOTELS LLC
By:
-------------------------------------
Name:
Title:
MARRIOTT PLP LLC
By:
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Name:
Title:
MARRIOTT SBM TWO LLC
By:
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Name:
Title:
MARRIOTT PARK RIDGE LLC
By:
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Name:
Title:
PRM LLC
By:
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Name:
Title:
5
MARRIOTT CAPITAL RESOURCES LLC
By:
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Name:
Title:
HMH RIVERS, L.P.
By: HMH RIVERS LLC,
its general partner
By:
-------------------------------------
Name:
Title:
CHESAPEAKE FINANCIAL SERVICES LLC
By:
-------------------------------------
Name:
Title:
MARINE MIDLAND BANK, as Trustee
By:
-------------------------------------
Name:
Title:
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Schedule A
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Schedule of
New Subsidiary Guarantors
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Original Subsidiary Guarantor New Subsidiary Guarantor*
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HMH Marina, Inc. HMH Marina LLC
HMC Retirement Properties, Inc. HMC Retirement Properties, LLC
HMC SFO, Inc. HMC SFO LLC
HMH Pentagon Corporation HMH Pentagon LLC
Host Airport Hotels, Inc. Airport Hotels LLC
Marriott PLP Corporation Marriott PLP LLC
Marriott SBM Two Corporation Marriott SBM Two LLC
Marriott Park Ridge Corporation Marriott Park Ridge LLC
PRM Corporation PRM LLC
HMC Capital Resources Corporation Marriott Capital Resources LLC
HMH Rivers, Inc. HMH Rivers, L.P.
Marriott Financial Services, Inc. Chesapeake Financial Services LLC
* Each New Subsidiary Guarantor which is a limited liability company is formed
under the laws of the State of Delaware. HMH Rivers, L.P. is formed under the
laws of the State of Texas.
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