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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): DECEMBER 31, 1998
HOST MARRIOTT, L.P.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-25087 52-2095412
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification no.)
10400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (301) 380-9000
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ITEM 5. OTHER EVENTS.
-------------
On December 30, 1998, Host Marriott Corporation, a Maryland
corporation and general partner of Host Marriott, L.P. (the "Operating
Partnership"), announced that it completed the final steps in its conversion to
a real estate investment trust ("REIT") and that it is now positioned to elect
REIT status effective January 1, 1999.
Host Marriott has consolidated the ownership of all of its assets into
the Operating Partnership and its subsidiaries, through which Host Marriott will
conduct its business in the future. Host Marriott is the sole general partner of
the Operating Partnership. Host Marriott and various other parties own Operating
Partnership units ("OP Units") which represent limited partnership positions
that are exchangeable at various times in the future for shares of Host Marriott
Common Stock on a one-for-one basis or their cash equivalent, at Host Marriott's
election.
In addition, on December 30, 1998, Host Marriott acquired ownership
of, or controlling interests in, twelve upscale and luxury full-service hotels
and certain other assets from the Blackstone Group and a series of funds
controlled by Blackstone Real Estate Partners. In exchange for these hotel
properties and other assets, which have an estimated transaction value of
approximately $1.5 billion, the Operating Partnership issued approximately 44
million OP Units, assumed debt and made cash payments totaling approximately
$900 million and transferred 1.4 million shares of Crestline Capital Corporation
(NYSE:CLJ), a former subsidiary of Host Marriott engaged in the hotel leasing,
senior living and asset management businesses. Host Marriott expects to issue
the Blackstone entities approximately 3.7 million additional OP Units in April
1999 to compensate Blackstone for the Crestline distribution, although the exact
number of OP Units cannot yet be determined. The Blackstone portfolio includes
the Ritz-Carlton, Amelia Island, the Ritz-Carlton, Boston, the Hyatt Regency
Burlingame at San Francisco Airport, the Hyatt Regency Cambridge, the Hyatt
Regency Reston, Virginia, the Grand Hyatt Atlanta, the Four Seasons
Philadelphia, the Four Seasons Atlanta, the Drake (Swissotel), New York, the
Swissotel Chicago, the Swissotel Boston and the Swissotel Atlanta. As part of
the transaction, the Operating Partnership also acquired certain other assets,
including the first mortgage loan on the Four Seasons Beverly Hills. A 25%
interest in the Swissotel U.S. management company also was acquired and
immediately sold to Crestline.
Host Marriott also announced that the Operating Partnership acquired
eleven affiliated limited partnerships (or controlling interests therein),
including the acquisition of eight public limited partnerships, that own 26
full-service Marriott hotels. These partnerships were acquired in exchange for
OP Units, representing new equity of approximately $340 million. The exact
number of OP Units to be issued will not be determined until January 29, 1999
when the pricing period ends and the former limited partners have elected, no
later than January 22, 1999, whether to retain their OP Units or exchange them
for Host Marriott stock or Operating Partnership notes. The price per OP Unit
will be between $9.50 and $15.50. The eight partnerships and their final
valuations are as follows:
Final Note
Partnership Exchange Value Election Amount
- ----------- -------------- ---------------
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(per Partnership Unit)
Atlanta Marriott Marquis II $45,425 $36,340
Limited Partnership
(Atlanta Marriott Marquis Hotel)
Desert Springs Marriott 40,880 32,704
Limited Partnership
(Marriott's Desert Springs Resort and
Spa)
Hanover Marriott Limited Partnership 123,202 98,562
(Hanover Marriott Hotel)
Marriott Diversified American 109,472 98,599
Hotels, L.P.
(Dayton Marriott Hotel, Fairview
Park Marriott Hotel, Fullerton
Marriott Hotel, Livonia Marriott
Hotel, Marriott Hotel at Research
Triangle Park and Southfield
Marriott Hotel)
Marriott Hotel Properties 164,899 142,370
Limited Partnership
(Marriott's Orlando World Center and
a controlling interest in Marriott's
Harbor Beach Resort)
Marriott Hotel Properties II 237,334 205,140
Limited Partnership
(Marriott Rivercenter Hotel, New
Orleans Marriott Hotel, San Ramon
Marriott Suite Hotel and a controlling
interest in the Santa Clara Marriott Hotel)
Mutual Benefit Chicago Marriott Suite 33,256 31,272
Hotel Partners, L.P.
(Marriott Suites O'Hare)
Potomac Hotel Limited Partnership 5,040 4,032
(Albuquerque Marriott Hotel,
Greensboro-High Point Marriott
Hotel, Houston Marriott Medical
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Center Hotel, Marriott Mountain
Shadows Resort, Miami Biscayne Bay Hotel,
Raleigh Marriott Hotel, Seattle Sea-Tac
Airport, Marriott Hotel and Tampa Westshore
Marriott Hotel)
Host Marriott also announced that it completed acquisitions and
restructurings of other partnerships (or controlling interests therein) to
enable Host Marriott to complete all of the significant transactions comprising
the REIT conversion.
These acquisition transactions follow the recent completion of several
other steps in connection with Host Marriott's efforts to complete its REIT
conversion by year end. On December 18th, Host Marriott's Board of Directors
declared a special dividend, payable on or about January 27, 1999, in either
$1.00 of cash or .087 share of Host Marriott stock per share of Host Marriott
stock owned, at the election of each Host Marriott stockholder of record on
December 28, 1998. Based on the cash amount, the implied value of the Host REIT
stock in the special dividend is $11.50 per share. Election forms are being
mailed to stockholders by year end. On December 29, 1998, Host Marriott
completed its reincorporation from Delaware to Maryland through its merger into
a wholly owned subsidiary which changed its name to Host Marriott Corporation.
Host Marriott also completed the previously announced spinoff of
Crestline Capital Corporation (NYSE:CLJ), a former subsidiary. Each Host
Marriott stockholder of record on December 28, 1998 received one Crestline share
for every ten shares of Host Marriott stock owned. Crestline owns one of the
premier portfolios of senior living assets and will lease virtually all of Host
Marriott's hotels. The special dividend and the Crestline distribution are
taxable dividends.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS
Exhibit No. Description
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4.1 First Supplemental Indenture, dated December 29, 1998,
to Indenture, dated December 2, 1996 by and among Host
Marriott Corporation, a Delaware corporation, HMC
Merger Corporation, the Operating Partnership and IBJ
Schroder Bank & Trust Company.
4.2 Amendment No. 1 to Guarantee Agreement, dated December
29, 1998, to Guarantee Agreement relating to the
Convertible Preferred Securities of a subsidiary of
Host Marriott, dated December 2, 1996, by and between
Host Marriott Corporation, a Delaware corporation, HMC
Merger Corporation and IBJ Schroder Bank & Trust
Company
4.3 Third Supplemental Indenture, dated as of December 14,
1998, to Indenture, dated August 5, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HOST MARRIOTT, L.P.
By: Host Marriott Corporation,
its general partner
By: /s/ Donald D. Olinger
-----------------------
Date: December 31, 1998 Name: Donald D. Olinger
Title: Senior Vice President
and Corporate Controller
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Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of December 29, 1998, by and among
HOST MARRIOTT CORPORATION, a Delaware corporation ("Host Marriott" and, prior to
the Company Merger as defined below, the "Company"), HMC MERGER CORPORATION, a
Maryland corporation ("Merger Sub" and, from and after the Company Merger, the
"Company"), HOST MARRIOTT, L.P., a Delaware limited partnership (the "Operating
Partnership"), and IBJ SCHRODER BANK & TRUST COMPANY, as Trustee (the
"Trustee"), under the Indenture, dated as of December 2, 1996 (as supplemented
and amended from time to time, the "Indenture"), between the Company and the
Trustee.
RECITALS
--------
WHEREAS, Host Marriott issued under the Indenture $567,050,000 aggregate
principal amount of 6 3/4 Convertible Subordinated Debentures due December 2,
2026 (the "Debentures");
WHEREAS, on the date hereof, Host Marriott intends to merge with and into
Merger Sub and Merger Sub will be the surviving Person in such merger with the
name Host Marriott Corporation (the "Company Merger") and become the obligor
under the Debentures and the Indenture;
WHEREAS, pursuant to Section 1.5 of that certain Contribution Agreement,
dated as of December 23, 1998, between the Company and the Operating
Partnership, the Operating Partnership has agreed to assume the obligations of
the Company (including the Indenture and the Debentures);
NOW THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties agree as follows:
Section 1. Successor Obligor. In accordance with Article 8 of the
-----------------
Indenture, effective upon consummation of the Company Merger, Merger Sub will
succeed to, and be substituted for, and may exercise every right and power of,
Host Marriott under the Indenture with the same effect as if Merger Sub had been
named therein as the obligor, and Merger Sub hereby assumes, effective upon
consummation of the Company Merger, all of the obligations of Host Marriott
pursuant to the Debentures and under the Indenture, including the due and
punctual payment of the principal and interest (including any Additional
Interest) on all the Debentures and the performance of every covenant of the
Indenture on the part of the Company to be performed or observed.
Section 2. Definitions. (a) The following defined terms shall be added
-----------
to Section 1.1 of the Indenture:
"Operating Partnership" means Host Marriott, L.P., a Delaware limited
partnership.
"Operating Partnership Payment Obligations" has the meaning set forth
in Section 10A.1."
1
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Section 3. Operating Partnership Covenants. A new Article 10A regarding
-------------------------------
additional covenants of the Operating Partnership and the Company shall be added
to the Indenture immediately following Article 10, as follows:
"ARTICLE 10A
ADDITIONAL COVENANTS
Section 10A.1. Operating Partnership Payment Obligations. The
Operating Partnership assumes responsibility for, and agrees to pay, one
hundred percent (100%) of the amount of each payment required to be made by
the Company to Holders of Debentures pursuant to the terms of the Indenture
and the Debentures with respect to the principal of (and premium, if any)
and interest on the Debentures (the "Operating Partnership Payment
Obligations").
Section 10A.2. The Company's Obligations. Notwithstanding the
foregoing assumption by the Operating Partnership, the Company retains
responsibility for all of its obligations under the Indenture and the
Debentures, including, without limitation, the obligation to make payment
of the Operating Partnership Payment Obligations in the event the Operating
Partnership fails to make any such payments in accordance with Section
10A.1. The assumption by the Operating Partnership of the Operating
Partnership Payment Obligations shall not limit or affect the rights of the
Trustee or the Holders of Debentures under Article 5 of the Indenture to
take action against the Company if an Event of Default occurs under the
Indenture.
Section 10A.3. Manner of Payment. The Operating Partnership shall
satisfy the Operating Partnership Payment Obligations on the dates and in
the manner provided in the Indenture with respect to the Company's payment
obligations under the Debentures.
Section 10A.4. Compensation and Reimbursement. The obligations of
the Company under Section 6.7 shall apply to the Operating Partnership with
the same force and effect as such obligations apply to the Company with
respect to the administration of the Indenture with respect to the
Debentures (provided that the Operating Partnership's obligations under
this Section 10A.4 shall not include indemnity payments solely attributable
to a breach or alleged breach by the Company of its obligations under the
Indenture, which payments shall be the sole responsibility of the
Company)."
Section 4. Defaults and Remedies Against the Operating Partnership. A new
-------------------------------------------------------
Article 5A regarding remedies against the Operating Partnership shall be added
to the Indenture immediately following Article 5 as follows:
"ARTICLE 5A
REMEDIES AGAINST THE OPERATING PARTNERSHIP
Section 5A.01. Limitation on Action. The rights to and limitations
on action against the Company set forth in Article 5 shall also apply to
any action against the Operating Partnership for the enforcement of the
Operating Partnership Payment
2
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Obligations; without limiting the generality of the foregoing, the Trustee
shall be permitted to pursue a remedy against the Operating Partnership for
collection of the Operating Partnership Payment Obligations only under such
circumstances as would enable the Trustee under Article 5 to pursue such
remedy against the Company."
Section 5. Miscellaneous. A new Article 1A shall be added to the
-------------
Indenture immediately following Article 1 as follows:
"ARTICLE 1A
MISCELLANEOUS PROVISIONS APPLICABLE
TO THE OPERATING PARTNERSHIP
Section 1A.1 TIA Compliance. If any provision of this Indenture
limits, qualifies or conflicts with another provision which is required to
be included in this Indenture by the TIA, the required provision shall
control.
Section 1A.2. Notices. Copies of any notice that the Company
delivers to, or receives from, the Paying Agent, the Securities Registrar,
the Trustee, or the Holders of Debentures pursuant to the terms of this
Indenture shall, promptly after such notice is delivered or received, be
delivered by the Company to the Operating Partnership. Copies of any
notice that the Trustee is required to deliver to the Company under this
Indenture shall, at the time such notice is delivered to the Company, also
be delivered to the Operating Partnership.
Any notice or communication to the Operating Partnership shall be
delivered to the Operating Partnership in the manner set forth in Section
1.5 of this Indenture. The Operating Partnership's address for any such
notice or communication shall be as follows:
Host Marriott, L.P.
10400 Fernwood Road
Bethesda, Maryland 20817
Attn: General Counsel
Section 1A.3. Successors and Assigns of the Operating Partnership.
All covenants and agreements in this Indenture shall bind the Operating
Partnership's successors and assigns and inure to the benefit of its
successors and assigns, whether so expressed or not."
Section 6. Defined Terms. All capitalized terms used but not defined
-------------
herein shall have the meaning attributed to such terms under the Indenture.
Section 7. Effect of Recitals. The Trustee shall not responsible in any
------------------
manner whatsoever for or in respect of the recitals contained herein, all of
which recitals are made solely by Merger Sub and the Operating Partnership.
3
<PAGE>
Section 8. Governing Law; Choice of Forum. THIS AGREEMENT SHALL BE
------------------------------
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULE 327(B). EACH
OF MERGER SUB AND THE OPERATING PARTNERSHIP HEREBY IRREVOCABLY SUBMIT TO THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK, IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS INDENTURE AND THE SECURITIES AND IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURT. EACH OF MERGER SUB AND THE OPERATING
PARTNERSHIP IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, NOTHING HEREIN SHALL EFFECT THE
RIGHT OF THE TRUSTEE OR ANY SECURITY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
MERGER SUB AND THE OPERATING PARTNERSHIP IN ANY OTHER JURISDICTION.
Section 9. Counterparts. The parties may sign any number of copies of
------------
this First Supplemental Indenture. Each signed copy shall be an original but
all such executed copies together shall represent the same agreement.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have cause this First Supplemental
Indenture to be duly executed, all as of the date first written above.
HOST MARRIOTT CORPORATION
By:
------------------------------------
Name:
Title:
HMC MERGER CORPORATION
By:
------------------------------------
Name:
Title:
HOST MARRIOTT, L.P.
By: HMC REAL ESTATE LLC,
its general partner
By:
------------------------------------
Name:
Title:
IBJ SCHRODER BANK & TRUST COMPANY
as Trustee
By:
------------------------------------
Name:
Title:
5
<PAGE>
Exhibit 4.2
AMENDMENT NO. 1 TO GUARANTEE AGREEMENT
AMENDMENT NO. 1, dated as of December 29, 1998, by and among HOST MARRIOTT
CORPORATION, a Delaware corporation ("Host Marriott" and, prior to the Company
Merger as defined below, the "Company"), HMC MERGER CORPORATION, a Maryland
corporation ("Merger Sub" and from and after the Company Merger, the "Company")
and IBJ SCHRODER BANK & TRUST COMPANY, as Trustee (the "Trustee") to the
Guarantee Agreement relating to the Preferred Securities of Host Marriott
Financial Trust, dated as of December 2, 1996 (as amended from time to time, the
"Guarantee Agreement"), between the Company and the Trustee.
RECITALS
--------
WHEREAS, pursuant to an Amended and Restated Trust Agreement (the "Trust
Agreement"), dated as of December 2, 1996, among the trustees named therein,
Host Marriott, as depositor, and the holders from time to time of undivided
beneficial interests in the assets of Host Marriott Financial Trust (the
"Issuer"), the Issuer issued 11,000,000 6 3/4% Convertible Quarterly Income
Preferred Securities, liquidation preference $50 per preferred security (the
"Preferred Securities") representing preferred undivided beneficial interests in
the assets of the Issuer and having the terms set forth in the Trust Agreement;
WHEREAS, the Preferred Securities and the proceeds thereof, together with
the proceeds from the issuance of the Issuer's common securities, were used to
purchase the Debentures (as defined in the Trust Agreement), of the Company
which were deposited with IBJ Schroder Bank & Trust Company, as Property Trustee
under the Trust Agreement, as trust assets;
WHEREAS, as incentive for the holders to purchase Preferred Securities,
Host Marriott irrevocably and unconditionally agreed, to the extent set forth in
the Guarantee Agreement, to pay to the holders of the Preferred Securities the
Guarantee Payments (as defined in the Guarantee Agreement) and to make certain
other payments on the terms and conditions set forth herein; and
WHEREAS, Host Marriott intends to merge with and into Merger Sub and Merger
Sub will be the continuing Person in such merger (the "Company Merger") and
become the guarantor under the Guarantee Agreement;
WHEREAS, in connection with the Company Merger, the Issuer will merge (the
"Trust Merger") with and into a business trust (the "Successor Trust")
established pursuant to the Delaware Business Trust Act for the purpose of
merging with, and being a successor to, the Issuer and the preferred securities
of the Issuer shall become preferred securities of the Successor Trust;
NOW THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties agree as follows:
Section 1. Successor Guarantor. (a) Effective upon consummation of the
-------------------
Company Merger, Merger Sub will succeed to, and be substituted for, and may
exercise every right and
1
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power of, Host Marriott under the Guarantee Agreement with the same effect as if
Merger Sub had been named therein as the guarantor, and hereby assumes,
effective upon consummation of the Company Merger, all of the obligations of
Host Marriott under the Guarantee Agreement.
(b) For purposes of this Amendment No. 1, the guarantee of Merger Sub
hereunder shall constitute the irrevocable and unconditional agreement to pay in
full to the holders of the preferred securities of the Successor Trust, as
Successor Securities, the Guarantee Payments with respect to such Successor
Securities (without duplication of amounts theretofore paid by or on behalf of
the Successor Trust), as and when due, in the manner and to the fullest extent
provided in the Guarantee Agreement.
Section 2. Defined Terms. All capitalized terms used but not defined
-------------
herein shall have the meaning attributed to such terms under the Guarantee
Agreement.
Section 3. The Trustee shall not responsible in any manner whatsoever for
or in respect of the recitals contained herein, all of which recitals are made
solely by Merger Sub.
Section 4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL
PRACTICE LAWS AND RULE 327(B). MERGER SUB HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK, IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT AND THE SECURITIES AND IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURT. MERGER SUB IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM, NOTHING HEREIN SHALL EFFECT THE RIGHT OF THE TRUSTEE OR ANY
SECURITY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST MERGER SUB IN ANY OTHER
JURISDICTION.
Section 5. The parties may sign any number of copies of this Amendment No.
1 to Guarantee Agreement. Each signed copy shall be an original but all such
executed copies together shall represent the same agreement.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have cause this Amendment No. 1 to
Guarantee Agreement to be duly executed, all as of the date first written above.
HOST MARRIOTT CORPORATION
By:
-------------------------------------
Name:
Title:
HMC MERGER CORPORATION
By:
-------------------------------------
Name:
Title:
IBJ SCHRODER BANK & TRUST COMPANY
as Trustee
By:
-------------------------------------
Name:
Title:
3
<PAGE>
Exhibit 4.3
THIRD SUPPLEMENTAL INDENTURE
TO AMENDED AND RESTATED INDENTURE
THIRD SUPPLEMENTAL INDENTURE, dated as of December 14, 1998, by and among
HMH PROPERTIES, INC., a Delaware corporation (the "Company"), HOST MARRIOTT,
L.P., a Delaware limited partnership (the "Operating Partnership"), the entities
identified herein as New Subsidiary Guarantors and the Trustee (as defined
below), to Amended and Restated Indenture, dated as of August 5, 1998 (as
supplemented and amended from time to time, the "Indenture"), among the Company,
the Guarantors named therein and Subsidiary Guarantors named therein (the
"Original Subsidiary Guarantors") and MARINE MIDLAND BANK, as Trustee (the
"Trustee")
RECITALS
--------
WHEREAS, the Company, the Guarantors, the Original Subsidiary Guarantors
and the Trustee executed and delivered the Indenture amending and restating the
form of Indenture previously filed as Exhibit 4.1 to the Registration Statement
(No. 333-50729) filed with Securities and Exchange Commission (the "Commission")
on Form S-3 by the Company, the Guarantors and the Original Subsidiary
Guarantors;
WHEREAS, pursuant to that certain First Supplemental Indenture dated as of
August 5, 1998 among the Company, the Guarantors, the Original Subsidiary
Guarantors and the Trustee, (i) the Company issued under the Indenture as
thereby supplemented, $500,000,000 aggregate principal amount of 7% Series A
Senior Notes due to 2005 (the "Series A Notes") and $1,200,000,000 aggregate
principal amount of 7% Series B Senior Notes due 2008 (the "Series B Notes") and
(ii) each Guarantor and Original Subsidiary Guarantor fully and unconditionally
guaranteed the Company's obligations under the Series A Senior Notes and Series
B Senior Notes and its obligations under the Indenture;
WHEREAS, pursuant to that certain Second Supplemental Indenture dated as of
December 11, 1998, among the Company, the Guarantors, the Original Subsidiary
Guarantors and the Trustee, (i) the Company issued under the Indenture, as
thereby supplemented, $500,000,000 aggregate principal amount of 8.45% Series C
Senior Notes due 2008 (the "Series C Senior Notes" and, together with the Series
A Senior Notes and the Series B Senior Notes, the "Senior Notes") and (ii) each
Guarantor and Original Subsidiary Guarantor fully and unconditionally guaranteed
the Company's obligations under the Series C Senior Notes and its obligations
under the Indenture;
WHEREAS, the Company intends to merge with and into the Operating
Partnership and the Operating Partnership will be the continuing Person in such
merger (the "Company Merger") and become the obligor under the Senior Notes and
the Indenture;
WHEREAS, each Original Subsidiary Guarantor listed on Schedule A intends to
merge with and into the New Subsidiary Guarantor set forth next to such Original
Subsidiary Guarantor on Schedule A, and, in each case, the corresponding New
Subsidiary Guarantor will be the surviving Person in such merger and become the
obligor under such Original Subsidiary Guarantor's Guarantees of the Senior
Notes and the Indenture;
1
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NOW THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties agree as follows:
Section 1. Successor Obligor. In accordance with Article 5 of the
-----------------
Indenture, effective upon consummation of the Company Merger, the Operating
Partnership will succeed to, and be substituted for, and may exercise every
right and power of, the Company under the Indenture with the same effect as if
the Operating Partnership had been named therein as the obligor, and the
Operating Partnership hereby assumes, effective upon consummation of the Company
Merger, all of the obligations of the Company pursuant to the Senior Notes and
under the Indenture.
Section 2. Successor Guarantee Obligors. In accordance with Section 4.13
----------------------------
of the Indenture, effective upon consummation of a merger of an Original
Subsidiary Guarantor listed on Schedule A with and into the identified New
Subsidiary Guarantor, such New Subsidiary Guarantor will assume all of the
obligations of the corresponding Original Subsidiary Guarantor pursuant to such
Original Subsidiary Guarantor's Guarantee of the Senior Notes and under the
Indenture. In accordance therewith, each such New Subsidiary Guarantor does
hereby unconditionally and fully guarantee, on a senior basis, all of the
obligations of the corresponding Original Subsidiary Guarantor under such
Original Subsidiary Guarantor's Guarantee under the Indenture on the terms set
forth in the Indenture, such guarantee to become effective upon consummation of
such merger.
Section 3. Defined Terms. All capitalized terms used but not defined
-------------
herein shall have the meaning attributed to such terms under the Indenture.
Section 4. The Trustee shall not responsible in any manner whatsoever for
or in respect of the recitals contained herein, all of which recitals are made
solely by the Operating Partnership and the New Subsidiary Guarantors.
Section 5. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL
PRACTICE LAWS AND RULE 327(B). THE OPERATING PARTNERSHIP AND EACH OF THE NEW
SUBSIDIARY GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW
YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR
ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK,
IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE AND THE SECURITIES AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
COURT. THE OPERATING PARTNERSHIP AND EACH OF THE NEW SUBSIDIARY GUARANTORS
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
2
<PAGE>
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, NOTHING HEREIN SHALL EFFECT THE
RIGHT OF THE TRUSTEE OR ANY SECURITY HOLDER TO SERVES PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE OPERATING PARTNERSHIP, AND THE NEW SUBSIDIARY GUARANTORS IN ANY
OTHER JURISDICTION.
Section 6. The party may sign any number of copies of this Third
Supplemental Indenture. Each signed copy shall be an original but all such
executed copies together shall represent the same agreement.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have cause this Third Supplemental
Indenture to be duly executed, all as of the date first written above.
HMH PROPERTIES, INC.
By:
-------------------------------------
Name:
Title:
HOST MARRIOTT, L.P.
By: HMC REAL ESTATE LLC,
its general partner
By:
-------------------------------------
Name:
Title:
HMH MARINA LLC
By:
-------------------------------------
Name:
Title:
HMC RETIREMENT PROPERTIES, LLC
By:
-------------------------------------
Name:
Title:
HMC SFO LLC
By:
-------------------------------------
Name:
Title:
4
<PAGE>
HMH PENTAGON LLC
By:
-------------------------------------
Name:
Title:
AIRPORT HOTELS LLC
By:
-------------------------------------
Name:
Title:
MARRIOTT PLP LLC
By:
-------------------------------------
Name:
Title:
MARRIOTT SBM TWO LLC
By:
-------------------------------------
Name:
Title:
MARRIOTT PARK RIDGE LLC
By:
-------------------------------------
Name:
Title:
PRM LLC
By:
-------------------------------------
Name:
Title:
5
<PAGE>
MARRIOTT CAPITAL RESOURCES LLC
By:
-------------------------------------
Name:
Title:
HMH RIVERS, L.P.
By: HMH RIVERS LLC,
its general partner
By:
-------------------------------------
Name:
Title:
CHESAPEAKE FINANCIAL SERVICES LLC
By:
-------------------------------------
Name:
Title:
MARINE MIDLAND BANK, as Trustee
By:
-------------------------------------
Name:
Title:
6
<PAGE>
Schedule A
----------
Schedule of
New Subsidiary Guarantors
-------------------------
<TABLE>
<CAPTION>
Original Subsidiary Guarantor New Subsidiary Guarantor*
- -------------------------------------- ---------------------------------
<S> <C>
HMH Marina, Inc. HMH Marina LLC
HMC Retirement Properties, Inc. HMC Retirement Properties, LLC
HMC SFO, Inc. HMC SFO LLC
HMH Pentagon Corporation HMH Pentagon LLC
Host Airport Hotels, Inc. Airport Hotels LLC
Marriott PLP Corporation Marriott PLP LLC
Marriott SBM Two Corporation Marriott SBM Two LLC
Marriott Park Ridge Corporation Marriott Park Ridge LLC
PRM Corporation PRM LLC
HMC Capital Resources Corporation Marriott Capital Resources LLC
HMH Rivers, Inc. HMH Rivers, L.P.
Marriott Financial Services, Inc. Chesapeake Financial Services LLC
</TABLE>
* Each New Subsidiary Guarantor which is a limited liability company is formed
under the laws of the State of Delaware. HMH Rivers, L.P. is formed under the
laws of the State of Texas.
7
