HOST MARRIOTT, L.P. HOST MARRIOTT CORPORATION Registration Rights AgreementRegistration Rights Agreement • July 8th, 2004 • Host Marriott Corp/ • Real estate investment trusts • New York
Host Marriott, L.P., a Delaware limited partnership (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) the Company’s 3.25% Exchangeable senior Debentures due 2024 (the “Debentures”), exchangeable into common stock, par value $0.01 per share (“Host REIT Common Stock”) of Host Marriott Corporation, a Maryland corporation (“Host REIT”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and Host REIT agrees with the Initial Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
