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NOTICE OF GUARANTEED DELIVERY
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
As set forth in the Prospectus, dated [ ], 2000, of Host Marriott,
L.P., this form or one substantially equivalent hereto must be used to accept
the Exchange Offer (1) if certificates for unregistered 9 1/4% Series F Senior
Notes due 2007 (the "Series F senior notes") of Host Marriott, L.P., a Delaware
limited partnership (the "Company"), are not immediately available, (2) time
will not permit a holder's Series F senior notes or other required documents to
reach the Exchange Agent on or prior to the expiration date or (3) the
procedure for book-entry transfer cannot be completed on a timely basis. This
form may be delivered by facsimile transmission, registered or certified mail,
by hand or by overnight delivery service to the Exchange Agent. See "The
Exchange Offer--Procedures for Tendering" in the Prospectus.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON [ ] 2000 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE
OFFER IS EXTENDED) BY THE COMPANY.
The Exchange Agent for the Exchange Offer is:
HSBC Bank USA
Deliver to:
HSBC Bank USA, New York, Exchange Agent
By Registered or Certified Mail: By Hand or Overnight Delivery:
140 Broadway 140 Broadway
A Level A Level
New York, New York 10005-1180 New York, New York 10005-1180
Attn: Corporate Trust Services Attn: Corporate Trust Services
By Facsimile:
(Eligible Institutions Only)
(212) 658-2292
Attn: Frank Godino
For Information or
Confirmation by Telephone:
(212) 658-5931
Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail, by hand or by overnight delivery service.
Delivery of this Notice of Guaranteed Delivery to an address or transmission
of this Notice of Guaranteed Delivery via facsimile other than as set forth
above will not constitute a valid delivery.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject to
the conditions set forth in the Prospectus, dated [ ] 2000, it may be
amended or supplemented from time to time, and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Series F senior notes set forth below pursuant to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures."
Name(s) of Registered Holder(s): ____________________________________________
Aggregate Principal
Amount Tendered: $ __________________________________________________________
Certificate No.(s)
(if available): _____________________________________________________________
(Total Principal Amount Represented by
Series F senior notes Certificate(s)): ______________________________________
$ ___________________________________________________________________________
If Series F senior notes will be tendered by book-entry transfer, provide the
following information:
DTC Account Number: _________________________________________________________
Date: _______________________________________________________________________
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* Must be in denominations of $1,000 and any integral multiple thereof.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
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PLEASE SIGN HERE
X __________________________________ ______________________________________
X __________________________________ ______________________________________
Signature(s) or Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number: _____________________________________________
Must be signed by the holder(s) of the Series F senior notes as their
name(s) appear(s) on certificates for Series F senior notes or on a security
position listing, or by person(s) authorized to become registered holder(s)
by endorsement and documents transmitted with this Notice of Guaranteed
Delivery. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below.
Please print name(s) and address(es)
Name(s): ____________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Capacity: ___________________________________________________________________
Address(es): ________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED.
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member of or participant in the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Signature Program or a
firm or other entity identified in Rule l7Ad-15 under the Securities Exchange
Act of 1934, as amended, as an "eligible guarantor institution," including (as
such terms are defined therein): (1) a bank; (2) a broker, dealer, municipal
securities broker, municipal securities dealer, government securities broker,
government securities dealer; (3) a credit union; (4) a national securities
exchange, registered securities association or learning agency; or (5) a
savings association that is a participant in a Securities Transfer Association
recognized program (each of the foregoing being referred to as an "Eligible
Institution"), hereby guarantees to deliver to the Exchange Agent, at one of
its addresses set forth above, either the Series F senior notes tendered hereby
in proper form for transfer, or confirmation of the book-entry transfer of such
Series F senior notes to the Exchange Agent's account at The Depositary Trust
Company, pursuant to the procedures for book-entry transfer set forth in the
Prospectus, within three New York Stock Exchange, Inc. trading days after the
date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Series F senior notes
tendered hereby to the Exchange Agent within the time period set forth above
and that failure to do so could result in a financial loss to the undersigned.
_____________________________________ _____________________________________
Name of Firm Authorized Signature
_____________________________________ _____________________________________
Address Title
_____________________________________ _____________________________________
Zip Code (Please Type or Print)
Area Code and Telephone No.: ________ Dated: ______________________________
NOTE:DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM.
