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Letter of Transmittal
Letter of Transmittal (37K)
Doc #1309449: Click preview link for longer preview.
Letter of Transmittal
To Tender for Exchange
6 3/8% Series O Senior Notes Due 2015
of
HOST MARRIOTT, L.P.
Pursuant to the Prospectus dated , 2005
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2005, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE �EXPIRATION DATE�). . . .
1309449
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Letter of Transmittal
Letter of Transmittal (37K)
Doc #1309468: Click preview link for longer preview.
Letter of Transmittal
To Tender for Exchange
7% Series M Senior Notes Due 2012
of
HOST MARRIOTT, L.P.
Pursuant to the Prospectus dated , 2004
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE �EXPIRATION . . .
1309468
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Letter of Transmittal
Letter of Transmittal (40K)
Doc #1309482: Click preview link for longer preview.
Letter of Transmittal
To Tender for Exchange
7 1/8% Series K Senior Notes Due 2013
of
HOST MARRIOTT, L.P.
Pursuant to the Prospectus dated , 2003
THE EXCHANGE OFFER WILL EXPIRE AT 12:01 A.M., NEW YORK CITY TIME, ON , 2004, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE �EXPIRATION DATE�). TENDERS MAY . . .
1309482
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 | 2002 |
Letter of Transmittal
Letter of Transmittal (56K)
Doc #1309494: Click preview link for longer preview.
LETTER OF TRANSMITTAL
To Tender
Unregistered 9 1/2% Series H Senior Notes due 2007
(including those in book-entry form)
of
HOST MARRIOTT, L.P.
Pursuant to the Exchange Offer and Prospectus dated January , 2002
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON , 2002 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE
OFFER IS EXTENDED BY HOST MARRIOTT, L.P. . . .
1309494
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 | 2000 |
Letter of Transmittal
Letter of Transmittal (49K)
Doc #1309509: Click preview link for longer preview.
<TEXT>
<PAGE>
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 . . .
1309509
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Purchase Agreement
Purchase Agreement (110K)
Doc #1309447: Click preview link for longer preview.
HOST MARRIOTT, L.P.
6 3/8% Series N Senior Notes due 2015
Payment of Principal and Interest Unconditionally
Guaranteed by the Guarantors Thereof
PURCHASE AGREEMENT
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
and
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Host Marriott, L.P., a Delaware limited . . .
1309447
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BofA Securities
As referenced in this Purchase Agreement:
Banc of America Securities LLC – B
Initial Purchaser
Principal Amount of
Series N Notes
Goldman, Sachs & Co.
$
130,000,000
Deutsche Bank Securities Inc.
$
130,000,000
Citigroup Global Markets Inc.
$
130,000,000
Banc of America Securities LLC
$
37,142,950
Bear, Stearns & Co. Inc.
$
37,142,950
BNY Capital Markets, Inc.
$
37,142,950
Calyon Securities (USA) Inc.
$
37,142,950
SG Americas Securities, LLC
$
_____________
dt 1705732
;
BNY
As referenced in this Purchase Agreement:
Bank of New York, – 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 _____________
dt 1725940
;
|
Citigroup Global
As referenced in this Purchase Agreement:
Citigroup Global Markets Inc – 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
and
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 _____________
Citigroup Global Markets Inc – 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 _____________
CITIGROUP GLOBAL MARKETS INC – Vice President, Treasurer and
Investor Relations
The foregoing Purchase Agreement
is hereby confirmed and accepted
as of the date first above written.
GOLDMAN, SACHS & CO.
DEUTSCHE BANK SECURITIES INC.
CITIGROUP GLOBAL MARKETS INC .
By:
Goldman, Sachs & Co.
By:
/s/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
By:
Deutsche Bank Securities Inc.
By:
/s/ Authorized Person
Name:
Title:
By:
/s/ Authorized _____________
Citigroup Global Markets Inc – amp; Co.
By:
/s/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
By:
Deutsche Bank Securities Inc.
By:
/s/ Authorized Person
Name:
Title:
By:
/s/ Authorized Person
Name:
Title:
By:
Citigroup Global Markets Inc .
By:
/s/ Authorized Person
Name:
Title:
SCHEDULE A
Guarantors
(1)
Airport Hotels LLC
(2)
Host of Boston, Ltd.
(3)
Host of Houston, Ltd
(4)
Host of Houston 1979
(5)
_____________
Citigroup Global Markets Inc – Lakefront LLC
(108)
HMC Lenox LLC
SCHEDULE B
Initial Purchaser
Principal Amount of
Series N Notes
Goldman, Sachs & Co.
$
130,000,000
Deutsche Bank Securities Inc.
$
130,000,000
Citigroup Global Markets Inc .
$
130,000,000
Banc of America Securities LLC
$
37,142,950
Bear, Stearns & Co. Inc.
$
37,142,950
BNY Capital Markets, Inc.
$
37,142,950
Calyon Securities (USA) _____________
dt 1710832
;
Deutsche Bank
As referenced in this Purchase Agreement:
Deutsche Bank Securities Inc – due 2015
Payment of Principal and Interest Unconditionally
Guaranteed by the Guarantors Thereof
PURCHASE AGREEMENT
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
and
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Host Marriott, L. _____________
Deutsche Bank Securities Inc – 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 ( _____________
DEUTSCHE BANK SECURITIES INC – J. Larson
Title:
Senior Vice President, Treasurer and
Investor Relations
The foregoing Purchase Agreement
is hereby confirmed and accepted
as of the date first above written.
GOLDMAN, SACHS & CO.
DEUTSCHE BANK SECURITIES INC .
CITIGROUP GLOBAL MARKETS INC.
By:
Goldman, Sachs & Co.
By:
/s/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
By:
Deutsche Bank Securities Inc.
By:
/s/ Authorized Person
Name:
_____________
Deutsche Bank Securities Inc – above written.
GOLDMAN, SACHS & CO.
DEUTSCHE BANK SECURITIES INC.
CITIGROUP GLOBAL MARKETS INC.
By:
Goldman, Sachs & Co.
By:
/s/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
By:
Deutsche Bank Securities Inc .
By:
/s/ Authorized Person
Name:
Title:
By:
/s/ Authorized Person
Name:
Title:
By:
Citigroup Global Markets Inc.
By:
/s/ Authorized Person
Name:
Title:
SCHEDULE A
Guarantors
(1)
Airport Hotels _____________
Deutsche Bank Securities Inc – HMC Kea Lani LLC
(107)
HMC Chicago Lakefront LLC
(108)
HMC Lenox LLC
SCHEDULE B
Initial Purchaser
Principal Amount of
Series N Notes
Goldman, Sachs & Co.
$
130,000,000
Deutsche Bank Securities Inc .
$
130,000,000
Citigroup Global Markets Inc.
$
130,000,000
Banc of America Securities LLC
$
37,142,950
Bear, Stearns & Co. Inc.
$
37,142,950
BNY Capital Markets, _____________
dt 1714395
;
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Purchase Agreement
Purchase Agreement (106K)
Doc #1309464: Click preview link for longer preview.
HOST MARRIOTT, L.P.
7% Series L Senior Notes due 2012
Payment of Principal and Interest Unconditionally
Guaranteed by the Guarantors Thereof
PURCHASE AGREEMENT
July 27, 2004
Deutsche Bank Securities Inc.
60 Wall Street, 10th Floor
New York, New York 10005
and
Banc of America Securities LLC
9 West 57th Street, 40th Floor
New York, NY 10019
Ladies and Gentlemen:
Host Marriott, L.P., a Delaware limited partnership (the �Company� or the �Operating Partnership�), proposes to issue and sell to . . .
1309464
|
BofA Securities
As referenced in this Purchase Agreement:
Banc of America Securities LLC – of Principal and Interest Unconditionally
Guaranteed by the Guarantors Thereof
PURCHASE AGREEMENT
July 27, 2004
Deutsche Bank Securities Inc.
60 Wall Street, 10th Floor
New York, New York 10005
and
Banc of America Securities LLC
9 West 57th Street, 40th Floor
New York, NY 10019
Ladies and Gentlemen:
Host Marriott, L.P., a Delaware limited partnership (the Company or the Operating Partnership), proposes to _____________
Banc of America Securities LLC – 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 Deutsche Bank Securities Inc. and Banc of America Securities LLC are acting as representatives (the Representatives), an aggregate of $350,000,000 principal amount of 7% Series L Senior Notes due 2012 (the Series L Notes), which notes are _____________
Banc of America Securities LLC – C. 20004, Attention: Scott C. Herlihy, Esq., and (b) if to any Initial Purchaser, to Deutsche Bank Securities Inc., 60 Wall Street, 10th Floor, New York, New York 10005 and Banc of America Securities LLC 9 West 57th Street, 40th Floor, New York, NY 10019, with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, New York 10036, _____________
BANC OF AMERICA SECURITIES LLC – John A. Carnella
Title: Senior Vice President and Treasurer
24
The foregoing Purchase Agreement
is hereby confirmed and accepted
as of the date first above written.
DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
Deutsche Bank Securities Inc.
By:
/s/ Authorized Person
Name:
Title:
By:
/s/ Authorized Person
Name:
Title:
By: Banc of America Securities LLC
By:
/s/ Authorized Person
Name:
Title:
25
_____________
Banc of America Securities LLC – date first above written.
DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
Deutsche Bank Securities Inc.
By:
/s/ Authorized Person
Name:
Title:
By:
/s/ Authorized Person
Name:
Title:
By: Banc of America Securities LLC
By:
/s/ Authorized Person
Name:
Title:
25
SCHEDULE A
Guarantors
(1)
Airport Hotels LLC;
(2)
Host of Boston, Ltd.;
(3)
Host of Houston, Ltd;
(4)
Host of Houston 1979;
( _____________
dt 1705733
;
BNY
As referenced in this Purchase Agreement:
Bank of New York, – 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 Fourteenth Supplemental Indenture (the ?Fourteenth Supplemental Indenture? and, together with the Base Indenture, the ?Indenture?) to be dated as _____________
dt 1725941
;
|
Nova Scotia
As referenced in this Purchase Agreement:
Bank of Nova Scotia
– 236,275
Goldman, Sachs & Co.
$
17,500,000
98.493
$
17,236,275
Merrill, Lynch, Pierce, Fenner & Smith Incorporated
$
17,500,000
98.493
$
17,236,275
The Bank of Nova Scotia
$
17,500,000
98.493
$
17,236,275
SG Americas Securities, LLC
$
17,500,000
98.493
$
17,236,275
UBS Investment Bank
$
17,500,000
98.493
$
17, _____________
dt 1700542
;
Citigroup Global
As referenced in this Purchase Agreement:
Citigroup Global Markets Inc – 99.011
$
86,634,625
Bear Stearns & Co., Inc
$
17,500,000
98.493
$
17,236,275
BNY Capital Markets, Inc
$
17,500,000
98.493
$
17,236,275
Citigroup Global Markets Inc .
$
17,500,000
98.493
$
17,236,275
Calyon Securities (USA) Inc
$
17,500,000
98.493
$
17,236,275
Goldman, Sachs & Co.
$
17,500,000
98.493
$
_____________
dt 1710833
;
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Purchase Agreement
Purchase Agreement (106K)
Doc #1309478: Click preview link for longer preview.
HOST MARRIOTT, L.P.
7 1/8% Series J Senior Notes due 2013
Payment of Principal and Interest Unconditionally
Guaranteed by the Guarantors Thereof
PURCHASE AGREEMENT
October 27, 2003
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES INC.
As Representatives of the several Initial
Purchasers named in Schedule B hereto.
c/o Banc of America Securities LLC
9 West 57th Street, 6th Floor
New York, NY 10019
Ladies and Gentlemen:
Host Marriott, L.P., a Delaware limited partnership (the �Company� or the . . .
1309478
|
BofA Securities
As referenced in this Purchase Agreement:
BANC OF AMERICA SECURITIES LLC – 1
HOST MARRIOTT, L.P.
7 1/8% Series J Senior Notes due 2013
Payment of Principal and Interest Unconditionally
Guaranteed by the Guarantors Thereof
PURCHASE AGREEMENT
October 27, 2003
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES INC.
As Representatives of the several Initial
Purchasers named in Schedule B hereto.
c/o Banc of America Securities LLC
9 West 57th Street, 6th Floor
_____________
Banc of America Securities LLC – Guarantors Thereof
PURCHASE AGREEMENT
October 27, 2003
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES INC.
As Representatives of the several Initial
Purchasers named in Schedule B hereto.
c/o Banc of America Securities LLC
9 West 57th Street, 6th Floor
New York, NY 10019
Ladies and Gentlemen:
Host Marriott, L.P., a Delaware limited partnership (the Company or the Operating Partnership), proposes to _____________
Banc of America Securities LLC – 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 Banc of America Securities LLC and Deutsche Bank Securities Inc. are acting as representatives (the Representatives), an aggregate of $725,000,000 principal amount of 7 1/8% Series J Senior Notes due 2013 ( _____________
Banc of America Securities, LLC – a copy to Latham & Watkins, 1001 Pennsylvania Avenue, N.W., Suite 1300, Washington, D.C. 20004, Attention: Scott C. Herlihy, Esq., and (b) if to any Initial Purchaser, to Banc of America Securities, LLC 9 West 57th Street, 6th Floor, New York, NY 10019, Attention: High Yield Capital Markets, with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand _____________
BANC OF AMERICA SECURITIES LLC – HEADHOUSE FUNDING LLC,
By:
/s/ W. Edward Walter
Name: W. Edward Walter
Title: President
The foregoing Purchase Agreement
is hereby confirmed and accepted as
of the date first above written.
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES INC.
As the Representatives of the several
Initial Purchasers named in Schedule B hereto.
By: Banc of America Securities LLC
By:
/s/ Bruce R. Thompson
Name: _____________
dt 1705734
;
BNY
As referenced in this Purchase Agreement:
Bank of New York, – 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 trustee (the ?Trustee?) (the ?Base Indenture?) and the Twelfth Supplemental Indenture (the ?Twelfth Supplemental Indenture? and, together with the Base Indenture, the ?Indenture?) to be dated as of _____________
Bank of New York. – LLC; and
101.
Ivy Street Hopewell LLC.
SCHEDULE B
Principal Amount
of Series J Notes
Banc of America Securities LLC
$
181,250,000
Deutsche Bank Securities Inc.
$
181,250,000
Bank of New York.
$
36,250,000
Citigroup Global Markets Inc.
$
36,250,000
Credit Lyonnais Securities (USA), Inc.
$
36,250,000
Fleet Securities, Inc.
$
36,250,000
Goldman, Sachs & Co.
$
36, _____________
dt 1725942
;
|
Citigroup Global
As referenced in this Purchase Agreement:
Citigroup Global Markets Inc – SCHEDULE B
Principal Amount
of Series J Notes
Banc of America Securities LLC
$
181,250,000
Deutsche Bank Securities Inc.
$
181,250,000
Bank of New York.
$
36,250,000
Citigroup Global Markets Inc .
$
36,250,000
Credit Lyonnais Securities (USA), Inc.
$
36,250,000
Fleet Securities, Inc.
$
36,250,000
Goldman, Sachs & Co.
$
36,250,000
Merrill Lynch, Pierce, Fenner & _____________
dt 1710834
;
Deutsche Bank
As referenced in this Purchase Agreement:
DEUTSCHE BANK SECURITIES INC – 7 1/8% Series J Senior Notes due 2013
Payment of Principal and Interest Unconditionally
Guaranteed by the Guarantors Thereof
PURCHASE AGREEMENT
October 27, 2003
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES INC .
As Representatives of the several Initial
Purchasers named in Schedule B hereto.
c/o Banc of America Securities LLC
9 West 57th Street, 6th Floor
New York, NY 10019
_____________
Deutsche Bank Securities Inc – to issue and sell to the initial purchasers named in Schedule B hereto (each, an Initial Purchaser, and collectively, the Initial Purchasers) for which Banc of America Securities LLC and Deutsche Bank Securities Inc . are acting as representatives (the Representatives), an aggregate of $725,000,000 principal amount of 7 1/8% Series J Senior Notes due 2013 (the Series J Notes), which _____________
DEUTSCHE BANK SECURITIES INC – W. Edward Walter
Name: W. Edward Walter
Title: President
The foregoing Purchase Agreement
is hereby confirmed and accepted as
of the date first above written.
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES INC .
As the Representatives of the several
Initial Purchasers named in Schedule B hereto.
By: Banc of America Securities LLC
By:
/s/ Bruce R. Thompson
Name: Bruce R. Thompson
Title: _____________
Deutsche Bank Securities Inc – HMC Copley LLC;
100.
HMC Headhouse Funding LLC; and
101.
Ivy Street Hopewell LLC.
SCHEDULE B
Principal Amount
of Series J Notes
Banc of America Securities LLC
$
181,250,000
Deutsche Bank Securities Inc .
$
181,250,000
Bank of New York.
$
36,250,000
Citigroup Global Markets Inc.
$
36,250,000
Credit Lyonnais Securities (USA), Inc.
$
36,250,000
Fleet Securities, Inc.
$
36, _____________
dt 1714397
;
Fleet Securities
As referenced in this Purchase Agreement:
Fleet Securities, Inc – 000
Deutsche Bank Securities Inc.
$
181,250,000
Bank of New York.
$
36,250,000
Citigroup Global Markets Inc.
$
36,250,000
Credit Lyonnais Securities (USA), Inc.
$
36,250,000
Fleet Securities, Inc .
$
36,250,000
Goldman, Sachs & Co.
$
36,250,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated
$
36,250,000
Scotia Capital (USA) Inc.
$
36,250,000
SG Cowen _____________
dt 1723946
|
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Registration Rights Agreement
Registration Rights Agreement (80K)
Doc #1309448: Click preview link for longer preview.
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 several Initial Purchasers
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS, among HOST MARRIOTT, L.P., a Delaware limited partnership (the �Issuer�), the Guarantor parties hereto . . .
1309448
|
Host Marriott
As referenced in this Registration Rights Agreement:
Host Marriott Corp – in the Indenture.
Holder: Any holder of Transfer Restricted Securities.
Indenture: The Indenture, dated as of August 5, 1998, among Host Marriott, L.P. (formerly known as HMH Properties, Inc.), Host Marriott Corp oration, the Guarantor parties thereto and Marine Midland Bank (now The Bank of New York), as trustee, as supplemented and amended, pursuant to which the Securities are being issued, as _____________
Host Marriott Corp – as of the date first written above.
ISSUER
HOST MARRIOTT, L.P.
By:
/s/ Gregory J. Larson
Name:
Gregory J. Larson
Title:
Senior Vice President, Treasurer and Investor Relations
of Host Marriott Corp oration, the general partner of Host Marriott, L.P.
GUARANTORS
AIRPORT HOTELS LLC,
HOST OF BOSTON, LTD.,
BY:
AIRPORT HOTELS LLC,
HOST OF HOUSTON, LTD.,
BY:
AIRPORT HOTELS LLC
HOST _____________
dt 1477156
;
Host Marriott
As referenced in this Registration Rights Agreement:
HOST MARRIOTT, L.P. – EXHIBIT 4.20
EX-4.20 3 dex420.htm EXHIBIT 4.20
Exhibit 4.20
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 several Initial Purchasers
REGISTRATION RIGHTS _____________
HOST MARRIOTT, L.P. – named herein
and
Goldman, Sachs & Co., Deutsche Bank Securities Inc.
And Citigroup Global Markets Inc.
as representatives of the several Initial Purchasers
REGISTRATION RIGHTS AGREEMENT
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 _____________
Host Marriott, L.P. – day after the Closing Date.
Guarantors: Subsidiary Guarantors, as defined in the Indenture.
Holder: Any holder of Transfer Restricted Securities.
Indenture: The Indenture, dated as of August 5, 1998, among Host Marriott, L.P. (formerly known as HMH Properties, Inc.), Host Marriott Corporation, the Guarantor parties thereto and Marine Midland Bank (now The Bank of New York), as trustee, as supplemented and amended, _____________
HOST MARRIOTT, L.P. – reasonable efforts on such persons part for all purposes of this Agreement.
29
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
ISSUER
HOST MARRIOTT, L.P.
By:
/s/ Gregory J. Larson
Name:
Gregory J. Larson
Title:
Senior Vice President, Treasurer and Investor Relations
of Host Marriott Corporation, the general partner of Host Marriott, L.P.
_____________
Host Marriott, L.P. – ISSUER
HOST MARRIOTT, L.P.
By:
/s/ Gregory J. Larson
Name:
Gregory J. Larson
Title:
Senior Vice President, Treasurer and Investor Relations
of Host Marriott Corporation, the general partner of Host Marriott, L.P.
GUARANTORS
AIRPORT HOTELS LLC,
HOST OF BOSTON, LTD.,
BY:
AIRPORT HOTELS LLC,
HOST OF HOUSTON, LTD.,
BY:
AIRPORT HOTELS LLC
HOST OF HOUSTON 1979,
BY:
AIRPORT HOTELS LLC
BY:
_____________
dt 1418966
;
|
Host Marriott
As referenced in this Registration Rights Agreement:
HOST MARRIOTT, L.P. – EXHIBIT 4.20
EX-4.20 3 dex420.htm EXHIBIT 4.20
Exhibit 4.20
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 several Initial Purchasers
REGISTRATION RIGHTS _____________
HOST MARRIOTT, L.P. – named herein
and
Goldman, Sachs & Co., Deutsche Bank Securities Inc.
And Citigroup Global Markets Inc.
as representatives of the several Initial Purchasers
REGISTRATION RIGHTS AGREEMENT
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 _____________
Host Marriott, L.P. – day after the Closing Date.
Guarantors: Subsidiary Guarantors, as defined in the Indenture.
Holder: Any holder of Transfer Restricted Securities.
Indenture: The Indenture, dated as of August 5, 1998, among Host Marriott, L.P. (formerly known as HMH Properties, Inc.), Host Marriott Corporation, the Guarantor parties thereto and Marine Midland Bank (now The Bank of New York), as trustee, as supplemented and amended, _____________
HOST MARRIOTT, L.P. – reasonable efforts on such persons part for all purposes of this Agreement.
29
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
ISSUER
HOST MARRIOTT, L.P.
By:
/s/ Gregory J. Larson
Name:
Gregory J. Larson
Title:
Senior Vice President, Treasurer and Investor Relations
of Host Marriott Corporation, the general partner of Host Marriott, L.P.
_____________
Host Marriott, L.P. – ISSUER
HOST MARRIOTT, L.P.
By:
/s/ Gregory J. Larson
Name:
Gregory J. Larson
Title:
Senior Vice President, Treasurer and Investor Relations
of Host Marriott Corporation, the general partner of Host Marriott, L.P.
GUARANTORS
AIRPORT HOTELS LLC,
HOST OF BOSTON, LTD.,
BY:
AIRPORT HOTELS LLC,
HOST OF HOUSTON, LTD.,
BY:
AIRPORT HOTELS LLC
HOST OF HOUSTON 1979,
BY:
AIRPORT HOTELS LLC
BY:
_____________
dt 1418966
;
BNY
As referenced in this Registration Rights Agreement:
Bank of New York) – dated as of August 5, 1998, among Host Marriott, L.P. (formerly known as HMH Properties, Inc.), Host Marriott Corporation, the Guarantor parties thereto and Marine Midland Bank (now The Bank of New York) , as trustee, as supplemented and amended, pursuant to which the Securities are being issued, as amended or supplemented from time to time in accordance with the terms thereof.
Issuer: _____________
dt 1587174
;
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Registration Rights Agreement
Registration Rights Agreement (79K)
Doc #1309467: Click preview link for longer preview.
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 Purchasers
REGISTRATION RIGHTS AGREEMENT
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 . . .
1309467
|
Host Marriott
As referenced in this Registration Rights Agreement:
Host Marriott Corp – in the Indenture.
Holder: Any holder of Transfer Restricted Securities.
Indenture: The Indenture, dated as of August 5, 1998, among Host Marriott, L.P. (formerly known as HMH Properties, Inc.), Host Marriott Corp oration, the Guarantor parties thereto and Marine Midland Bank (now The Bank of New York), as trustee, as supplemented and amended, pursuant to which the Securities are being issued, as _____________
Host Marriott Corp – this Agreement as of the date first written above.
ISSUER
HOST MARRIOTT, L.P.
By:
/s/ John A. Carnella
Name:
John A. Carnella
Title:
Senior Vice President and Treasurer
of Host Marriott Corp oration, the general
partner of Host Marriott, L.P.
GUARANTORS
AIRPORT HOTELS LLC,
HOST OF BOSTON, LTD.,
BY: AIRPORT HOTELS LLC,
HOST OF HOUSTON, LTD.,
BY: AIRPORT HOTELS LLC
HOST _____________
dt 1477157
;
Host Marriott
As referenced in this Registration Rights Agreement:
HOST MARRIOTT, L.P. – Exhibit 4.17
EX-4.17 5 dex417.htm EXHIBIT 4.17
Exhibit 4.17
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 Purchasers
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION _____________
HOST MARRIOTT, L.P. – Issuer,
the Guarantors named herein
and
Deutsche Bank Securities Inc. and Banc of America Securities LLC
as representatives of the several Initial Purchasers
REGISTRATION RIGHTS AGREEMENT
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 _____________
Host Marriott, L.P. – day after the Closing Date.
Guarantors: Subsidiary Guarantors, as defined in the Indenture.
Holder: Any holder of Transfer Restricted Securities.
Indenture: The Indenture, dated as of August 5, 1998, among Host Marriott, L.P. (formerly known as HMH Properties, Inc.), Host Marriott Corporation, the Guarantor parties thereto and Marine Midland Bank (now The Bank of New York), as trustee, as supplemented and amended, _____________
HOST MARRIOTT, L.P. – reasonable efforts on such persons part for all purposes of this Agreement.
17
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
ISSUER
HOST MARRIOTT, L.P.
By:
/s/ John A. Carnella
Name:
John A. Carnella
Title:
Senior Vice President and Treasurer
of Host Marriott Corporation, the general
partner of Host Marriott, L.P.
GUARANTORS
AIRPORT _____________
Host Marriott, L.P. – written above.
ISSUER
HOST MARRIOTT, L.P.
By:
/s/ John A. Carnella
Name:
John A. Carnella
Title:
Senior Vice President and Treasurer
of Host Marriott Corporation, the general
partner of Host Marriott, L.P.
GUARANTORS
AIRPORT HOTELS LLC,
HOST OF BOSTON, LTD.,
BY: AIRPORT HOTELS LLC,
HOST OF HOUSTON, LTD.,
BY: AIRPORT HOTELS LLC
HOST OF HOUSTON 1979,
BY: AIRPORT HOTELS LLC
BY: _____________
dt 1418967
;
|
Host Marriott
As referenced in this Registration Rights Agreement:
HOST MARRIOTT, L.P. – Exhibit 4.17
EX-4.17 5 dex417.htm EXHIBIT 4.17
Exhibit 4.17
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 Purchasers
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION _____________
HOST MARRIOTT, L.P. – Issuer,
the Guarantors named herein
and
Deutsche Bank Securities Inc. and Banc of America Securities LLC
as representatives of the several Initial Purchasers
REGISTRATION RIGHTS AGREEMENT
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 _____________
Host Marriott, L.P. – day after the Closing Date.
Guarantors: Subsidiary Guarantors, as defined in the Indenture.
Holder: Any holder of Transfer Restricted Securities.
Indenture: The Indenture, dated as of August 5, 1998, among Host Marriott, L.P. (formerly known as HMH Properties, Inc.), Host Marriott Corporation, the Guarantor parties thereto and Marine Midland Bank (now The Bank of New York), as trustee, as supplemented and amended, _____________
HOST MARRIOTT, L.P. – reasonable efforts on such persons part for all purposes of this Agreement.
17
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
ISSUER
HOST MARRIOTT, L.P.
By:
/s/ John A. Carnella
Name:
John A. Carnella
Title:
Senior Vice President and Treasurer
of Host Marriott Corporation, the general
partner of Host Marriott, L.P.
GUARANTORS
AIRPORT _____________
Host Marriott, L.P. – written above.
ISSUER
HOST MARRIOTT, L.P.
By:
/s/ John A. Carnella
Name:
John A. Carnella
Title:
Senior Vice President and Treasurer
of Host Marriott Corporation, the general
partner of Host Marriott, L.P.
GUARANTORS
AIRPORT HOTELS LLC,
HOST OF BOSTON, LTD.,
BY: AIRPORT HOTELS LLC,
HOST OF HOUSTON, LTD.,
BY: AIRPORT HOTELS LLC
HOST OF HOUSTON 1979,
BY: AIRPORT HOTELS LLC
BY: _____________
dt 1418967
;
BofA Securities
As referenced in this Registration Rights Agreement:
Banc of America Securities LLC – 4.17
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 Purchasers
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS, among HOST MARRIOTT, L.P., a Delaware limited partnership (the Issuer), the Guarantor parties hereto and _____________
Banc of America Securities LLC – several Initial Purchasers
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS, among HOST MARRIOTT, L.P., a Delaware limited partnership (the Issuer), the Guarantor parties hereto and Deutsche Bank Securities, Inc. and |