HOST MARRIOTT, L.P.
6 3/8% Series N Senior Notes due 2015
Payment of Principal and Interest Unconditionally
Guaranteed by the Guarantors Thereof
March 3, 2005
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004,
Deutsche Bank Securities Inc.
60 Wall Street, 10th Floor
New York, New York 10005
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
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 Goldman, Sachs & Co., Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), an aggregate of $650,000,000 principal amount of 6 3/8% Series N Senior Notes due 2015 (the “Series N Notes”), which notes are fully and unconditionally guaranteed by the subsidiaries of the Company listed on Schedule A hereto (the “Guarantors”). The Series N 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 successor trustee (the “Trustee”) (the “Base Indenture”) and the Sixteenth Supplemental Indenture (the “Sixteenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to be dated as of the Closing Date (as defined in Section 4 below), by and among the Company, the Guarantors and the Trustee.
For purposes of this agreement, the term “Securities” means the $650,000,000 aggregate principal amount of the Series N Notes, together with the guarantees (the “Guarantees”) thereof by each of the Guarantors. The Securities and the Indenture are more fully described in the Offering Memorandum (as hereinafter defined). Capitalized terms used herein without definition have the respective meanings specified in the Offering Memorandum, unless otherwise set forth herein.
1. Offering Memorandum. The Securities will be offered and sold to the Initial Purchasers pursuant to exemptions from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Company and the Guarantors have prepared a final offering memorandum, dated March 3, 2005 relating to the Series N Notes and the Guarantees (together with any documents incorporated by reference therein (excluding any supplement or amendment after the date hereof), the “Offering Memorandum”).
Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture, the Series N Notes (and all securities issued in exchange therefor or in substitution thereof) shall bear the following legend:
“THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:
(1) REPRESENTS THAT (A) IT IS NOT AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE OPERATING PARTNERSHIP OR THE GUARANTORS, (B) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) AND (C) IT IS PURCHASING THIS NOTE FOR ITS OWN ACCOUNT OR AN ACCOUNT OVER WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, AND IT AND ANY SUCH ACCOUNT IS A “QUALIFIED PERSON” (AS DEFINED IN SECTION 49(a)(1)(D)(iv) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). FOR THIS PURPOSE, A PERSON WOULD BE CONSIDERED A “QUALIFIED PERSON” IF IT IS A BANK, SAVINGS & LOAN ASSOCIATION, INSURANCE
COMPANY, PENSION TRUST, FUND (INCLUDING PARTNERSHIPS, TRUSTS, MUTUAL FUNDS, HEDGE FUNDS, SEPARATE ACCOUNTS AND PORTFOLIO MANAGERS) OR ANY OTHER ENTITY THAT REGULARLY LENDS MONEY OR PURCHASES DEBT SECURITIES FROM ISSUERS IN PRIMARY OFFERINGS. A PERSON, HOWEVER, WOULD NOT BE A QUALIFIED PERSON IF IT (A) DIRECTLY OR INDIRECTLY OWNS MORE THAN 10% OF THE OPERATING PARTNERSHIP OR (B) HAS A DIRECT OR INDIRECT MORE-THAN-10% OWNER WHO ALSO DIRECTLY OR INDIRECTLY OWNS MORE THAN 10% OF THE OPERATING PARTNERSHIP.
(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE OPERATING PARTNERSHIP OR ANY GUARANTOR WHOLLY OWNED BY THE OPERATING PARTNERSHIP OR ANY OF THEIR RESPECTIVE WHOLLY OWNED SUBSIDIARIES, (B) TO A PERSON WHO IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE OPERATING PARTNERSHIP THAT SUCH TRANSFER IS EXEMPT UNDER THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE OPERATING PARTNERSHIP), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; PROVIDED THAT, FOR ANY TRANSACTION PURSUANT TO CLAUSE (B), (C), (D), OR (E) WITHIN TWO YEARS OF THE ISSUANCE OF THIS NOTE, THE TRANSFEREE REPRESENTS THAT IT IS A “QUALIFIED PERSON” (AS DEFINED ABOVE); AND