HOST MARRIOTT, L.P. Payment of Principal and Interest Unconditionally Guaranteed by the Guarantors Thereof PURCHASE AGREEMENTPurchase Agreement • May 19th, 2005 • HMC Ap Gp LLC • Hotels & motels • New York
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
REGISTRATION RIGHTS AGREEMENT Dated as of March 10, 2005 by and among HOST MARRIOTT, L.P., as Issuer, the Guarantors named herein and Goldman, Sachs & Co., Deutsche Bank Securities Inc. And Citigroup Global Markets Inc. as representatives of the...Registration Rights Agreement • May 19th, 2005 • HMC Ap Gp LLC • Hotels & motels • New York
THIS REGISTRATION RIGHTS, among HOST MARRIOTT, L.P., a Delaware limited partnership (the “Issuer”), the Guarantor parties hereto and Goldman, Sachs & Co., Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several Initial Purchasers listed on Schedule B to the Purchase Agreement (as defined below) (the “Purchasers”).
