HOST MARRIOTT, L.P. 7% Series L Senior Notes due 2012 Payment of Principal and Interest Unconditionally Guaranteed by the Guarantors Thereof PURCHASE AGREEMENTPurchase Agreement • December 9th, 2004 • HMC Ihp Holdings LLC • Hotels & motels • New York
REGISTRATION RIGHTS AGREEMENT Dated as of August 3, 2004 by and among HOST MARRIOTT, L.P., as Issuer, the Guarantors named herein and Deutsche Bank Securities Inc. and Banc of America Securities LLC as representatives of the several Initial PurchasersRegistration Rights Agreement • December 9th, 2004 • HMC Ihp Holdings LLC • Hotels & motels • New York
THIS REGISTRATION RIGHTS, among HOST MARRIOTT, L.P., a Delaware limited partnership (the “Issuer”), the Guarantor parties hereto and Deutsche Bank Securities, Inc. and Banc of America Securities LLC, as representatives (the “Representatives”) of the several Initial Purchasers listed on Schedule B to the Purchase Agreement (as defined below) (the “Purchasers”).
FORTY-FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOST MARRIOTT, L.P.Agreement of Limited Partnership • December 9th, 2004 • HMC Ihp Holdings LLC • Hotels & motels
This FORTY-FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOST MARRIOTT, L.P. (this “Forty-Fourth Amendment”), dated as of June 2, 2004, is entered into by Host Marriott Corporation, a Maryland corporation, as general partner (the “General Partner”) of Host Marriott, L.P., a Delaware limited partnership (the “Partnership”), for itself and on behalf of the limited partners of the Partnership (the “Limited Partners”).
FOURTEENTH SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED INDENTURESupplemental Indenture • December 9th, 2004 • HMC Ihp Holdings LLC • Hotels & motels • New York
beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest 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 Restricted Certificated 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 beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.
