Letter of Transmittal (2000)Full Document 

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                             LETTER OF TRANSMITTAL
                                   To Tender
               Unregistered 9 1/4% Series F Senior Notes due 2007
                      (including those in book-entry form)
                                       of
                              HOST MARRIOTT, L.P.
        Pursuant to the Exchange Offer and Prospectus dated [    ] 2000


    THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
 YORK CITY TIME, ON [      ] 2000 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE
 OFFER IS EXTENDED BY HOST MARRIOTT, L.P.

                 The Exchange Agent for the Exchange Offer is:
                                 HSBC Bank USA

                                  Deliver to:
                         HSBC Bank USA, Exchange Agent

   By Registered or Certified Mail:           By Hand or Overnight Delivery:

              140 Broadway                              140 Broadway
                A Level                                   A Level
     New York, New York 10005-1180             New York, New York 10005-1180
     Attn: Corporate Trust Services            Attn: Corporate Trust Services


                                 By Facsimile:

                          (Eligible Institutions Only)
                                 (212) 658-2292
                               Attn: Frank Godino

                               For Information or
                           Confirmation by Telephone:
                                 (212) 658-5931

    Originals of all documents sent by facsimile should be sent promptly by
                                 registered or
           certified mail, by hand or by overnight delivery service.

   Delivery of this Letter of Transmittal to an address or transmission of
instructions via facsimile other than as set forth above will not constitute a
valid delivery.

   IF YOU WISH TO EXCHANGE UNREGISTERED 9 1/4% SERIES F SENIOR NOTES DUE 2007
(THE "SERIES F NOTES"), FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF REGISTERED 9
1/4% SERIES G SENIOR NOTES DUE 2007 (THE "SERIES G NOTES"), PURSUANT TO THE
EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) OLD NOTES TO THE
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

                          SIGNATURES MUST BE PROVIDED.
           PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE
                     COMPLETING THIS LETTER OF TRANSMITTAL


   This Letter of Transmittal is to be completed by holders of Series F senior
notes either if Series F senior notes are to be forwarded herewith or if
tenders of Series F senior notes are to be made by book-entry transfer to an
account maintained by HSBC Bank USA (the "Exchange Agent") at The Depository
Trust Company pursuant to the procedures set forth in "The Exchange Offer--
Procedures for Tendering" in the Prospectus (as defined).

   Holders of Series F senior notes whose certificates for such Series F senior
notes are not immediately available or who cannot deliver their certificates
and all other required documents to HSBC Bank USA on or prior to the Expiration
Date or who cannot complete the procedures for book-entry transfer on a timely
basis, must tender their Series F senior notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" in the Prospectus.

                       DESCRIPTION OF TENDERED OLD NOTES
--------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Owner(s) Aggregate as it appears on the 9 Certificate Principal Amount 1/4% Senior Subordinated Number(s) of of Series F Notes due 2007 Series F senior senior notes (Please fill in, if blank) notes Tendered ------------------------------------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Total Principal Amount of Old Notes Tendered -------------------------------------------------------------------
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY) [_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution _______________________________________________ Account Number ______________________________________________________________ Transaction Code Number _____________________________________________________ [_]CHECK HERE AND ENCLOSE A COPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: Name of Registered Holder(s) ________________________________________________ Window Ticket Number (if any) _______________________________________________ Date of Execution of Notice of Guaranteed Delivery __________________________ Name of Institution which Guaranteed Delivery _______________________________ If Guaranteed Delivery is to be made By Book-Entry Transfer: Name of Tendering Institution _______________________________________________ Account Number ______________________________________________________________ Transaction Code Number _____________________________________________________ [_]CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER SET FORTH ABOVE. [_]CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _______________________________________________________________________ Address: ____________________________________________________________________ Ladies and Gentlemen: 1 The undersigned hereby tenders to Host Marriott, L.P., a Delaware limited partnership (the "Company"), the Series F senior notes, described above pursuant to the Company's offer of $1,000 principal amount of the Series G
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