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                                                                   Exhibit 10.46



                                                          Wells Fargo Bank, N.A.
                                                       Financial Risk Management
                                                                  (877) 240-0795
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                                    ISDA/(R)/
                 International Swap Dealers Association, Inc.


                               MASTER AGREEMENT

                          dated as of January 4, 2002



HOST MARRIOTT, L.P., a limited partnership organized under the laws of Delaware,
and WELLS FARGO BANK, NATIONAL ASSOCIATION

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:--

1.  Interpretation

(a)  Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)  Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)  Single Agreement. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties
would not otherwise enter into any Transactions.

2.   Obligations

(a)  General Conditions.

     (i) Each party will make each payment or delivery specified in each
     Confirmation to be made by it, subject to the other provisions of this
     Agreement.

     (ii) Payments under this Agreement will be made on the due date for value
     on that date in the place of the account specified in the relevant
     Confirmation or otherwise pursuant to this Agreement, in freely
     transferable funds and in the manner customary for payments in the required
     currency. Where settlement is by delivery (that is, other than by payment),
     such delivery will be made for receipt on the due date in the manner
     customary for the relevant obligation unless otherwise specified in the
     relevant Confirmation or elsewhere in this Agreement.

     (iii) Each obligation of each party under Section 2(a)(i) is subject to (1)
     the condition precedent that no Event of Default or Potential Event of
     Default with respect to the other party has occurred and is continuing, (2)
     the condition precedent that no Early Termination Date in respect of the
     relevant Transaction has occurred or been effectively designated and (3)
     each other applicable condition precedent specified in this Agreement.


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      Copyright/(C)/ 1992 by International Swap Dealers Association, Inc.

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(b)  Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)  Netting. If on any date amounts would otherwise be payable:--

     (i)  in the same currency; and

     (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)  Deduction or Withholding for Tax.

     (i) Gross-Up. All payments under this Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such deduction
     or withholding is required by any applicable law, as modified by the
     practice of any relevant governmental revenue authority, then in effect. If
     a party is so required to deduct or withhold, then that party ("X") will:--

        (1) promptly notify the other party ("Y") of such requirement;

        (2) pay to the relevant authorities the full amount required to be
        deducted or withheld (including the full amount required to be deducted
        or withheld from any additional amount paid by X to Y under this Section
        2(d)) promptly upon the earlier of determining that such deduction or
        withholding is required or receiving notice that such amount has been
        assessed against Y;

        (3) promptly forward to Y an official receipt (or a certified copy), or
        other documentation reasonably acceptable to Y, evidencing such payment
        to such authorities; and

        (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the
        payment to which Y is otherwise entitled under this Agreement, such
        additional amount as is necessary to ensure that the net amount actually
        received by Y (free and clear of Indemnifiable Taxes, whether assessed
        against X or Y) will equal the full amount Y would have received had no
        such deduction or withholding been required. However, X will not be
        required to pay any additional amount to Y to the extent that it would
        not be required to be paid but for:--

           (A) the failure by Y to comply with or perform any agreement
           contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

           (B) the failure of a representation made by Y pursuant to Section
           3(f) to be accurate and true unless such failure would not have
           occurred but for (I) any action taken by a taxing authority, or
           brought in a court of competent jurisdiction, on or after the date on
           which a Transaction is entered into (regardless of wbether such
           action is taken or brought with respect to a party to this Agreement)
           or (II) a Change in Tax Law.


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      (ii)   Liability. If: -

             (1) X is required by any applicable law, as modified by the
             practice of any relevant governmental revenue authority, to make
             any deduction or withholding in respect of which X would not be
             required to pay an additional amount to Y under Section 2(d)(i)(4);

             (2) X does not so deduct or withhold; and

             (3) a liability resulting from such Tax is assessed directly
             against X,

     then, except to the extent Y has satisfied or then satisfies the liability
     resulting from such Tax, Y will promptly pay to X the amount of such
     liability (including any related liability for interest, but including any
     related liability for penalties only if Y has failed to comply with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  Default Interest; Other Amounts. Prior to the occurrence or effective
     designation of an Early Termination Date in respect of the relevant
     Transaction, a party that defaults in the performance of any payment
     obligation will, to the extent permitted by law and subject to Section
     6(c), be required to pay interest (before as well as after judgment) on the
     overdue amount to the other party on demand in the same currency as such
     overdue amount, for the period from (and including) the original due date
     for payment to (but excluding) the date of actual payment, at the Default
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed. If, prior to the occurrence or
     effective designation of an Early Termination Date in respect of the
     relevant Transaction, a party defaults in the performance of any obligation
     required to be settled by delivery, it will compensate the other party on
     demand if and to the extent provided for in the relevant Confirmation or
     elsewhere in this Agreement.

3.   Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)  Basic Representations.

     (i) Status. It is duly organised and validly existing under the laws of the
     jurisdiction of its organisation or incorporation and, if relevant under
     such laws, in good standing;

     (ii) Powers. It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation relating to this Agreement that
     it is required by this Agreement to deliver and to perform its obligations
     under this Agreement and any obligations it has under any Credit Support
     Document to which it is a party and has taken all necessary action to
     authorise such execution, delivery and performance;

     (iii) No Violation or Conflict. Such execution, delivery and performance do
     not violate or conflict with any law applicable to it, any provision of its
     constitutional documents, any order or judgment of any court or other
     agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv) Consents. All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in full
     force and effect and all conditions of any such consents have been complied
     with; and

     (v) Obligations Binding. Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal, valid
     and binding obligations, enforceable in accordance with their respective
     terms (subject to applicable bankruptcy, reorganisation, insolvency,
     moratorium or similar laws affecting creditors' rights generally and
     subject, as to enforceability, to equitable principles of general
     application (regardless of whether enforcement is sought in a proceeding in
     equity or at law)).


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(b)  Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)  Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)  Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)  Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)  Payee Tax Representations. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4.   Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)  Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

     (i) any forms, documents or certificates relating to taxation specified in
     the Schedule or any Confirmation;

     (ii) any other documents specified in the Schedule or any Confirmation; and

     (iii) upon reasonable demand by such other party, any form or document that
     may be required or reasonably requested in writing in order to allow such
     other party or its Credit Support Provider to make a payment under this
     Agreement or any applicable Credit Support Document without any deduction
     or withholding for or on account of any Tax or with such deduction or
     withholding at a reduced rate (so long as the completion, execution or
     submission of such form or document would not materially prejudice the
     legal or commercial position of the party in receipt of such demand), with
     any such form or document to be accurate and completed in a manner
     reasonably satisfactory to such other party and to be executed and to be
     delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)  Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)  Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)  Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)  Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated,


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organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.   Events of Default and Termination Events

(a)  Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:--

     (i) Failure to Pay or Deliver. Failure by the party to make, when due, any
     payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
     required to be made by it if such failure is not remedied on or before the
     third Local Business Day after notice of such failure is given to the
     party;

     (ii) Breach of Agreement. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under Section
     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
     in accordance with this Agreement if such failure is not remedied on or
     before the thirtieth day after notice of such failure is given to the
     party;

     (iii) Credit Support Default.

           (1) Failure by the party or any Credit Support Provider of such party
           to comply with or perform any agreement or obligation to be complied
           with or performed by it in accordance with any Credit Support
           Document if such failure is continuing after any applicable grace
           period has elapsed;

           (2) the expiration or termination of such Credit Support Document or
           the failing or ceasing of such Credit Support Document to be in full
           force and effect for the purpose of this Agreement (in either case
           other than in accordance with its terms) prior to the satisfaction of
           all obligations of such party under each Transaction to which such
           Credit Support Document relates without the written consent of the
           other party; or

           (3) the party or such Credit Support Provider disaffirms, disclaims,
           repudiates or rejects, in whole or in part, or challenges the
           validity of, such Credit Support Document;

     (iv) Misrepresentation. A representation (other than a representation under
     Section 3(e) or (f)) made or repeated or deemed to have been made or
     repeated by the party or any Credit Support Provider of such party in this
     Agreement or any Credit Support Document proves to have been incorrect or
     misleading in any material respect when made or repeated or deemed to have
     been made or repeated;

     (v) Default under Specified Transaction. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party (1)
     defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
     of, an acceleration of obligations under, or an early termination of, that
     Specified Transaction, (2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
     on the last payment, delivery or exchange date of, or any payment on early
     termination of, a Specified Transaction (or such default continues for at
     least three Local Business Days if there is no applicable notice
     requirement or grace period) or (3) disaffirms, disclaims, repudiates or
     rejects, in whole or in part, a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
     on its behalf);

     (vi) Cross Default. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default, event
     of default or other similar condition or event (however

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     described) in respect of such party, any Credit Support Provider of such
     party or any applicable Specified Entity of such party under one or more
     agreements or instruments relating to Specified Indebtedness of any of them
     (individually or collectively) in an aggregate amount of not less than the
     applicable Threshold Amount (as specified in the Schedule) which has
     resulted in such Specified Indebtedness becoming, or becoming capable at
     such time of being declared, due and payable under such agreements or
     instruments, before it would otherwise have been due and payable or (2) a
     default by such party, such Credit Support Provider or such Specified
     Entity (individually or collectively) in making one or more payments on the
     due date thereof in an aggregate amount of not less than the applicable
     Threshold Amount under such agreements or instruments (after giving effect
     to any applicable notice requirement or grace period);

     (vii) Bankruptcy. The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party:--

           (1) is dissolved (other than pursuant to a consolidation,
           amalgamation or merger); (2) becomes insolvent or is unable to pay
           its debts or fails or admits in writing its inability generally to
           pay its debts as they become due; (3) makes a general assignment,
           arrangement or composition with or for the benefit of its creditors;
           (4) institutes or has instituted against it a proceeding seeking a
           judgment of insolvency or bankruptcy or any other relief under any
           bankruptcy or insolvency law or other similar law affecting
           creditors' rights, or a petition is presented for its winding-up or
           liquidation, and, in the case of any such proceeding or petition
           instituted or presented against it, such proceeding or petition (A)
           results in a judgment of insolvency or bankruptcy or the entry of an
           order for relief or the making of an order for its winding-up or
           liquidation or (B) is not dismissed, discharged, stayed or restrained
           in each case within 30 days of the institution or presentation
           thereof; (5) has a resolution passed for its winding-up, official
           management or liquidation (other than pursuant to a consolidation,
           amalgamation or merger); (6) seeks or becomes subject to the
           appointment of an administrator, provisional liquidator, conservator,
           receiver, trustee, custodian or other similar official for it or for
           all or substantially all its assets; (7) has a secured party take
           possession of all or substantially all its assets or has a distress,
           execution, attachment, sequestration or other legal process levied,
           enforced or sued on or against all or substantially all its assets
           and such secured party maintains possession, or any such process is
           not dismissed, discharged, stayed or restrained, in each case within
           30 days thereafter; (8) causes or is subject to any event with
           respect to it which, under the applicable laws of any jurisdiction,
           has an analogous effect to any of the events specified in clauses (1)
           to (7) (inclusive); or (9) takes any action in furtherance of, or
           indicating its consent to, approval of, or acquiescence in, any of
           the foregoing acts; or

        (viii) Merger Without Assumption. The party or any Credit Support
        Provider of such party consolidates or amalgamates with, or merges with
        or into, or transfers all or substantially all its assets to, another
        entity and, at the time of such consolidation, amalgamation, merger or
        transfer:--

           (1) the resulting, surviving or transferee entity fails to assume all
           the obligations of such party or such Credit Support Provider under
           this Agreement or any Credit Support Document to which it or its
           predecessor was a party by operation of law or pursuant to an
           agreement reasonably satisfactory to the other party to this
           Agreement; or

           (2) the benefits of any Credit Support Document fail to extend
           (without the consent of the other party) to the performance by such
           resulting, surviving or transferee entity of its obligations under
           this Agreement.

(b)  Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event


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Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:--

     (i) Illegality. Due to the adoption of, or any change in, any applicable
     law after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date, it becomes unlawful (other than as a result
     of a breach by the party of Section 4(b)) for such party (which will be the
     Affected Party):--

         (1) to perform any absolute or contingent obligation to make a payment
         or delivery or to receive a payment or delivery in respect of such
         Transaction or to comply with any other material provision of this
         Agreement relating to such Transaction; or

         (2) to perform, or for any Credit Support Provider of such party to
         perform, any contingent or other obligation which the party (or such
         Credit Support Provider) has under any Credit Support Document relating
         to such Transaction;

     (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on which
     a Transaction is entered into (regardless of whether such action is taken
     or brought with respect to a party to this Agreement) or (y) a Change in
     Tax Law, the party (which will be the Affected Party) will, or there is a
     substantial likelihood that it will, on the next succeeding Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
     respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
     payment from which an amount is required to be deducted or withheld for or
     on account of a Tax (except in respect of interest under Section 2(e),
     6(d)(ii) or 6(e)) and no additional amount is required to be paid in
     respect of such Tax under Section 2(d)(i)(4) (other than by reason of
     Section 2(d)(i)(4)(A) or (B));

     (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an-amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not required to pay an additional amount (other than by
     reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
     party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity (which
     will be the Affected Party) where such action does not constitute an event
     described in Section 5 (a)(viii);

     (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X consolidates
     or amalgamates with, or merges with or into, or transfers all or
     substantially all its assets to, another entity and such action does not
     constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party); or

     (v) Additional Termination Event. If any "Additional Termination Event" is
     specified in the Schedule or any Confirmation as applying, the occurrence
     of such event (and, in such event, the Affected Party or Affected Parties
     shall be as specified for such Additional Termination Event in the Schedule
     or such Confirmation).

(c)  Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute
an Event of Default.


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6.   Early Termination

(a)  Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)  Right to Terminate Following Termination Event.

     (i) Notice. If a Termination Event occurs, an Affected Party will, promptly
     upon becoming aware of it, notify the other party, specifying the nature of
     that Termination Event and each Affected Transaction and will also give
     such other information about that Termination Event as the other party may
     reasonably require.

     (ii) Transfer to Avoid Termination Event. If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations under
     this Agreement in respect of the Affected Transactions to another of its
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and conditional upon the prior written consent of the other party, which
     consent will not be withheld if such other party's policies in effect at
     such time would permit it to enter into transactions with the transferee on
     the terms proposed.

     (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a
     Tax Event occurs and there are two Affected Parties, each party will use
     all reasonable efforts to reach agreement within 30 days after notice
     thereof is given under Section 6(b)(i) on action to avoid that Termination
     Event.

     (iv) Right to Terminate. If:--

          (1) a transfer under Section 6(b)(ii) or an agreement under Section
          6(b)(iii), as the case may be, has not been effected with respect to
          all Affected Transactions within 30 days after an Affected Party gives
          notice under Section 6(b)(i); or

          (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger
          or an Additional Termination Event occurs, or a Tax Event Upon Merger
          occurs and the Burdened Party is not the Affected Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a Credit
     Event Upon Merger or an Additional Termination Event if there is only one
     Affected Party may, by not more than 20 days notice to the other party and
     provided that the relevant Termination Event is then


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     continuing, designate a day not earlier than the day such notice is
     effective as an Early Termination Date in respect of all Affected
     Transactions.

(c)  Effect of Designation.

     (i) If notice designating an Early Termination Date is given under Section
     6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii) Upon the occurrence or effective designation of an Early Termination
     Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
     respect of the Terminated Transactions will be required to be made, but
     without prejudice to the other provisions of this Agreement. The amount, if
     any, payable in respect of an Early Termination Date shall be determined
     pursuant to Section 6(e).

(d)  Calculations.

     (i) Statement. On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
     account to which any amount payable to it is to be paid. In the absence of
     written confirmation from the source of a quotation obtained in determining
     a Market Quotation, the records of the party obtaining such quotation will
     be conclusive evidence of the existence and accuracy of such quotation.

     (ii) Payment Date. An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in the
     Termination Currency, from (and including) the relevant Early Termination
     Date to (but excluding) the date such amount is paid, at the Applicable
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed.

(e)  Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

     (i) Events of Default. If the Early Termination Date results from an Event
     of Default:--

         (1) First Method and Market Quotation. If the First Method and Market
         Quotation apply, the Defaulting Party will pay to the Non-defaulting
         Party the excess, if a positive number, of (A) the sum of the
         Settlement Amount (determined by the Non-defaulting Party) in respect
         of the Terminated Transactions and the Termination Currency Equivalent
         of the Unpaid Amounts owing to the Non-defaulting Party over (B) the
         Termination Currency Equivalent of the Unpaid Amounts owing to the
         Defaulting Party.

         (2) First Method and Loss. If the First Method and Loss apply, the
         Defaulting Party will pay to the Non-defaulting Party, if a positive
         number, the Non-defaulting Party's Loss in respect of this Agreement.

         (3) Second Method and Market Quotation. If the Second Method and Market
         Quotation apply, an amount will be payable equal to (A) the sum of the
         Settlement Amount (determined by the

                                       9
<PAGE>

        Non-defaulting Party) in respect of the Terminated Transactions and the
        Termination Currency Equivalent of the Unpaid Amounts owing to the Non-
        defaulting Party less (B) the Termination Currency Equivalent of the
        Unpaid Amounts owing to the Defaulting Party. If that amount is a
        positive number, the Defaulting Party will pay it to the Non-defaulting
        Party; if it is a negative number, the Non-defaulting Party will pay the
        absolute value of that amount to the Defaulting Party.

   (4) Second Method and Loss. If the Second Method and Loss apply, an amount
   will be payable equal to the Non-defaulting Party's Loss in respect of this
   Agreement. If that amount is a positive number, the Defaulting Party will pay
   it to the Non-defaulting Party; if it is a negative number, the Non-
   defaulting Party will pay the absolute value of that amount to the Defaulting
   Party.

(ii) Termination Events. If the Early Termination Date results from a
Termination Event:--

     (1) One Affected Party. If there is one Affected Party, the amount payable
     will be determined in accordance with Section 6(e)(i)(3), if Market
     Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in
     either case, references to the Defaulting Party and to the Non-defaulting
     Party will be deemed to be references to the Affected Party and the party
     which is not the Affected Party, respectively, and, if Loss applies and
     fewer than all the Transactions are being terminated, Loss shall be
     calculated in respect of all Terminated Transactions.

     (2) Two Affected Parties. If there are two Affected Parties:--

         (A) if Market Quotation applies, each party will determine a Settlement
         Amount in respect of the Terminated Transactions, and an amount will be
         payable equal to (I) the sum of (a) one-half of the difference between
         the Settlement Amount of the party with the higher Settlement Amount
         ("X") and the Settlement Amount of the party with the lower Settlement
         Amount ("Y") and (b) the Termination Currency Equivalent of the Unpaid
         Amounts owing to X less (II) the Termination Currency Equivalent of the
         Unpaid Amounts owing to Y; and

         (B) if Loss applies, each party will determine its Loss in respect of
         this Agreement (or, if fewer than all the Transactions are being
         terminated, in respect of all Terminated Transactions) and an amount
         will be payable equal to one-half of the difference between the Loss of
         the party with the higher Loss ("X") and the Loss of the party with the
         lower Loss ("Y").

   If the amount payable is a positive number, Y will pay it to X; if it is a
   negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination
Date occurs because "Automatic Early Termination" applies in respect of a party,
the amount determined under this Section 6(e) will be subject to such
adjustments as are appropriate and permitted by law to reflect any payments or
deliveries made by one party to the other under this Agreement (and retained by
such other party) during the period from the relevant Early Termination Date to
the date for payment determined under Section 6(d)(ii).

(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount
recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not
a penalty. Such amount is payable for the loss of bargain and the loss of
protection against future risks and except as otherwise provided in this
Agreement neither party will be entitled to recover any additional damages as a
consequence of such losses.


                                      10
<PAGE>

7.    Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)  a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)  a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.   Contractual Currency

(a)  Payment in the Contractual Currency. Each payment under this Agreement will
be made in the relevant currency specified in this Agreement for that payment
(the "Contractual Currency"). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)  Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c)  Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d)  Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.


                                      11
<PAGE>

9.  Miscellaneous

(a)  Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and
supersedes all oral communication and prior writings with respect thereto.

(b)  Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)  Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive
the termination of any Transaction.

(d)  Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative
and not exclusive of any rights, powers, remedies and privileges provided
by law.

(e)  Counterparts and Confirmations.

     (i) This Agreement (and each amendment, modification and waiver in respect
     of it) may be executed and delivered in counterparts (including by
     facsimile transmission), each of which will be deemed an original.

     (ii) The parties intend that they are legally bound by the terms of each
     Transaction from the moment they agree to those terms (whether orally or
     otherwise). A Confirmation shall be entered into as soon as practicable and
     may be executed and delivered in counterparts (including by facsimile
     transmission) or be created by an exchange of telexes or by an exchange of
     electronic messages on an electronic messaging system, which in each case
     will be sufficient for all purposes to evidence a binding supplement to
     this Agreement. The parties will specify therein or through another
     effective means that any such counterpart, telex or electronic message
     constitutes a Confirmation.

(f)  No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)  Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken
into consideration in interpreting this Agreement.

10.  Offices; Multibranch Parties

(a)  If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b)  Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)  If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.  Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document


                                      12
<PAGE>

to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.  Notices

(a)  Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

     (i) if in writing and delivered in person or by courier, on the date it is
     delivered;

     (ii) if sent by telex, on the date the recipient's answerback is received;

     (iii) if sent by facsimile transmission, on the date that transmission is
     received by a responsible employee of the recipient in legible form (it
     being agreed that the burden of proving receipt will be on the sender and
     will not be met by a transmission report generated by the sender's
     facsimile machine);

     (iv) if sent by certified or registered mail (airmail, if overseas) or the
     equivalent (return receipt requested), on the date that mail is delivered
     or its delivery is attempted; or

     (v) if sent by electronic messaging system, on the date that electronic
     message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)  Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.  Governing Law and Jurisdiction

(a)  Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)  Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:--

     (i) submits to the jurisdiction of the English courts, if this Agreement is
     expressed to be governed by English law, or to the non-exclusive
     jurisdiction of the courts of the State of New York and the United States
     District Court located in the Borough of Manhattan in New York City, if
     this Agreement is expressed to be governed by the laws of the State of New
     York; and

     (ii) waives any objection which it may have at any time to the laying of
     venue of any Proceedings brought in any such court, waives any claim that
     such Proceedings have been brought in an inconvenient forum and further
     waives the right to object, with respect to such Proceedings, that such
     court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or re-
enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)  Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on
its behalf, service of process in any Proceedings. If for any


                                      13
<PAGE>

reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

(d)  Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.  Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:--

(a)  in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)  in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c)  in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d)  in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.


                                      14
<PAGE>

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(l) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-
of-pocket expenses referred to under Section 11. A party will determine its Loss
as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference Market-
maker to enter into a transaction (the "Replacement Transaction") that would
have the effect of preserving for such party the economic equivalent of any
payment or delivery (whether the underlying obligation was, absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have


                                      15
<PAGE>

been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon as
reasonably practicable after the relevant Early Termination Date. The day and
time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if
each party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and lowest quotations.
For this purpose, if more than one quotation has the same highest value or
lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or
home office.

"Potential Event of Default" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of:--

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.


                                      16
<PAGE>

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market


                                      17
<PAGE>

value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.



HOST MARRIOTT, L.P.,                             WELLS FARGO BANK,
                                                 NATIONAL ASSOCIATION
By:  Host Marriott Corporation,
     Its general partner


By: ____________________________                 By: ___________________________
Name: John A. Carnella                           Name: David R. King
Title: Senior Vice President                     Title: Managing Director
       and Treasurer
Date:  _________________________                 Date:  January 4, 2002
<PAGE>

                                   SCHEDULE

                                    to the

                               MASTER AGREEMENT

                          dated as of January 4, 2002

                                    between

                             HOST MARRIOTT, L.P.,
                        a limited partnership organized
                          under the laws of Delaware
                                 ("Party A"),

                                      and

                            WELLS FARGO BANK, N.A.
                                 ("Party B").


Part 1.  Termination Provisions.

     (a) "Specified Entity" means in relation to Party A for the purpose of:

          Section 5(a)(v), Not Applicable.
          Section 5(a)(vi), Not Applicable.
          Section 5(a)(vii), Not Applicable.
          Section 5(b)(iv), Not Applicable.

and in relation to Party B for the purpose of/1/:


          Section 5(a)(v), Not Applicable.
          Section 5(a)(vi), Not Applicable.
          Section 5(a)(vii), Not Applicable.
          Section 5(b)(iv), Not Applicable.

     (b)  The "Breach of Agreement" provisions of Section 5(a)(ii) will not
apply to Party A and will apply to Party B.

     (c)  The "Credit Support Default" provisions of Section 5(a)(iii) will not
apply to Party A and will apply to Party B.


----------------
/1/  Subject to credit review.
<PAGE>

     (d)  The "Misrepresentation" provisions of Section 5(a)(iv) will not apply
to Party A and will apply to Party B.

     (e) The "Default under Specified Transaction" provisions of Section 5(a)(v)
will not apply to Party A and will apply to Party B.

     (f)  (i)  The "Cross Default" provisions of Section 5(a)(vi) will not apply
               to Party A and will apply to Party B.

          (ii) If such provisions apply:

          "Specified Indebtedness" will have the meaning specified in
          Section 14.

          "Threshold Amount" means with respect to Party B, 3% of Party B's
          shareholders equity.

     (g) The "Bankruptcy" provisions of Section 5(a)(vii) will not apply to
Party A and will apply to Party B.

     (h) The "Merger Without Assumption" provisions of Section 5(a)(viii) will
not apply to Party A and will apply to Party B.

     (i) The "Illegality" provisions of Section 5(b)(i) will not apply to Party
A and will apply to Party B.

     (j) The "Tax Event" provisions of Section 5(b)(ii) will not apply to Party
A and will apply to Party B.

     (k) The "Tax Event Upon Merger" provisions of Section 5(b)(iii) will not
apply to Party A and will apply to Party B.

     (l) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
apply to Party A and will apply to Party B, provided that for purposes of
Section 5(b)(iv), "materially weaker" shall mean that the long-term credit
rating of the resulting, surviving or transferee entity is less than  "A-" from
Standard & Poor's Ratings Group or "A3" from Moody's Investors Service, Inc.

     (m) The "Automatic Early Termination" provisions of Section 6(a) will not
apply to Party A or to Party B.

     (n) Payments on Early Termination.  For the purpose of Section 6(e):

         (i)  Loss will apply.

         (ii) The First Method will apply.


                                       2
<PAGE>

          (iii)  Set-off will not apply.

     (o) "Termination Currency" means U.S. Dollars.

Part 2.  Tax Representations.

     (a)  Payer Representations.  For purposes of Section 3(e) of this
Agreement, Party A and Party B each made the following representation:

          It is not required by any applicable law, as modified by the practice
          of any relevant governmental revenue authority, of any Relevant
          Jurisdiction to make any deduction or withholding for or on account of
          any Tax from any payment (other than interest under Section 2(e),
          6(d)(ii) or 6(e) of this Agreement) to be made by it to the other
          party under this Agreement.  In making this representation, it may
          rely on (i) the accuracy of any representations made by the other
          party pursuant to Section 3(f) of this Agreement, (ii) the
          satisfaction of the agreement contained in Section 4(a)(i) or
          4(a)(iii) of this Agreement and the accuracy and effectiveness of any
          document provided by the other party pursuant to Section 4(a)(i) or
          4(a)(iii) of this Agreement, and (iii) the satisfaction of the
          agreement of the other party contained in Section 4(d) of this
          Agreement, provided that it shall not be a breach of this
          representation where reliance is placed on Clause (ii) and the other
          party does not deliver a form or document under Section 4(a)(iii) by
          reason of material prejudice to its legal or commercial position.

     (b)  Payee Representations.  For the purpose of Section 3(f) of this
Agreement:

          (i) Party A makes the following representations:

              (A) It is not acting as an agent or intermediary for any foreign
          person with respect to the payments received or to be received by
          it in connection with this Agreement.

              (B) It is a United States person within the meaning of Section
          7701(a)(30) of the Internal Revenue Code of 1986, as amended.

          (ii) Party B makes the following representations/2/:

              (A) It is acting as a principal and not as an agent or
          intermediary with respect to the payments received or to be received
          by it in connection with this Agreement.

              (B) It is a United States person within the meaning of Section
          7701(a)(30) of the Internal Revenue Code of 1986, as amended.



--------------
/2/  Subject to modification based on Party B's jurisdiction.


                                       3
<PAGE>

Part 3.  Agreement to Deliver Documents.

     For the purpose of Section 4(a), each party agrees to deliver the following
documents, as applicable:

     (a) Tax forms, documents, or certificates to be delivered are:

          None/3/


     (b) Other documents to be delivered are:


<TABLE>
<CAPTION>
                                                                            Covered by
Party required to       Form/Document/                Date by which         Section 3(d)
deliver document        Certificate                   to be delivered       Representation

<S>                 <C>                          <C>                   <C>

Party A                 A certificate of               At execution of                 Yes
                        incumbency.                    this Agreement.

Party B                 A certificate of               Upon execution of               Yes
                        incumbency and a certified     this Agreement.
                        copy of resolutions
                        adopted by the Board of
                        Directors of Party B (or
                        other evidence reasonably
                        acceptable to Party A)
                        authorizing the execution
                        and delivery of this
                        Agreement (including the
                        Confirmation) and the
                        performance by Party B of
                        its obligations hereunder.

Party B                 A copy of its most recent      Upon execution of               Yes
                        annual report containing       this Agreement and
                        audited financial              thereafter upon the
                        statements.                    reasonable request
                                                       of Party A.
</TABLE>




--------------
/3/  Subject to modification based on Party B's jurisdiction.


                                       4
<PAGE>

Part 4.  Miscellaneous.

     (a) Addresses for Notices.  For the purpose of Section 12(a):  Address for
notices or communications to Party A:

          Host Marriott, L.P.
          10400 Fernwood Road
          Bethesda, MD  20817
          Attn:  Treasurer
          Fax:  301-380-6533

          w/copy to

          Host Marriott, L.P.
          10400 Fernwood Road
          Bethesda, MD  20817
          Attn:  General Counsel
          Fax: 301-380-6332

Address for notices or communications to Party B:

          Wells Fargo Bank, N.A.
          333 S. Grand Ave, Suite 888
          MAC E2064-082
          Los Angeles, CA 90071
          Attn:  Von Garces
          Fax:  213-620-1745

     (b) Process Agent.  For the purpose of Section 13(c):

Party A appoints as its Process Agent:    The Prentice Hall Corporation System,
                                          Inc., 8 State Street,
                                          Albany, NY  12202-2290.

Party B appoints as its Process Agent:    None.



     (c)  Offices; Multibranch Parties.

          (i)  The provisions of Section 10 (a) will be applicable.

          (ii) For the purpose of Section 10(c):


                                       5
<PAGE>

             Party A is not a Multibranch Party.

             Party B is not a Multibranch Party.

     (d) Calculation Agent.  The Calculation Agent is Party B, unless otherwise
specified in a Confirmation in relation to the relevant Transaction.

     (e) Credit Support Document.  Details of any Credit Support Document.

         (i)  With respect to Party A, none; and

         (ii) With respect to Party B/4/, none.

         [Each Credit Support Document is incorporated by reference into and
         constitutes part of this Agreement and each Confirmation (unless
         provided otherwise in a Confirmation) as if set forth in full in this
         Agreement or such Confirmation.]

     (f) Credit Support Provider.

         (i)  Credit Support Provider means in relation to Party A, Not
              Applicable.

         (ii) Credit Support Provider means in relation to Party B/5/

     (g) Governing Law.  This Agreement and each Confirmation will be governed
by, and construed and enforced in accordance with, the substantive law of the
State of New York, without reference to its choice of law doctrine.

     (h) Netting of Payments.  Subparagraph (ii) of Section 2(c) will apply to
Transactions with effect from the date of this Agreement.

     (i) "Affiliate" will have the meaning specified in Section 14.

Part 5.  Other Provisions.

     (a) Transfer.  Section 7 is hereby amended by:

         (i)   by replacing the words "either party" appearing in the second
               line thereof with the words "Party B";
         (ii)  by replacing the words "the other party" appearing in the third
               line thereof with the words "Party A";
         (iii) replacing the words "a party" each time they appear in
               subsection (a) and (b) thereof with the words "Party B;" and
         (iv)  adding a new paragraph after subsection (b) as follows:


--------------
/4/  Subject to credit review (may also require additional documents to be
     delivered under Part 3(b).
/5/  Subject to credit review.


                                       6
<PAGE>

               Party A, upon prior notice to, but without the consent of, Party
               B, may transfer this Agreement or any interest or obligation in
               or under this Agreement (1) to any affiliate of Party A, (2) to
               any other major banking or investment banking institution, (3) in
               connection with a consolidation or amalgamation with, merger with
               or into, or transfer of all or substantially all of its assets
               to, another entity (but without prejudice to any other right or
               remedy under this Agreement) or (4) where such transfer is of all
               or any part of its interest in any amount payable to it from
               Party B under Section 6(e) where Party B is a Defaulting Party.

               Party A may with the prior written consent of Party B transfer
               this Agreement or any interest or obligation in or under this
               Agreement to another party.

     (b) Definitions and Addenda.  This Agreement, each Confirmation, and each
Transaction are subject to the 2000 ISDA Definitions (including the Annex to the
2000 ISDA Definitions) (the "Definitions"), Paragraph (4) of the May 1989
Addendum to Schedule to Interest Rate and Currency Exchange Agreement (the "Cap
Addendum"), and Paragraph (5) of the July 1990 Addendum to Schedule to Interest
Rate and Currency Exchange Agreement (the "Options Addendum"), each as published
by the International Swaps and Derivatives Association, Inc. ("ISDA"), and will
be governed in all respects by the Definitions and such paragraphs of the Cap
Addendum and the Options Addendum (except that references to "Swap Transactions"
in the Definitions and such paragraphs of the Cap Addendum and the Options
Addendum will be deemed to be references to "Transactions").  The Definitions
and such paragraphs of the Cap Addendum and the Options Addendum, as so
modified, are incorporated by reference in, and made part of, this Agreement and
each Confirmation as if set forth in full in this Agreement and such
Confirmations.  Subject to Section 1(b), in the event of any inconsistency
between the provisions of this Agreement, the Definitions or such paragraphs of
the Cap Addendum or Options Addendum, this Agreement will prevail.  Subject to
Section l(b), in the event of any inconsistency between the provisions of any
Confirmation and this Agreement, the Definitions or such paragraphs of the Cap
Addendum or Options Addendum, such Confirmation will prevail for the purpose of
the relevant Transaction.

     (c) Procedures for Entering into Transactions.  On or promptly following
the Trade Date or other transaction date of each Transaction, Party B will send
to Party A a Confirmation.  Party A will thereafter confirm the accuracy of (in
the manner required by Section 9(e)), or request the correction of, such
Confirmation (in the latter case, indicating how it believes the terms of such
Confirmation should be correctly stated and such other terms which should be
added to or deleted from such Confirmation to make it correct).

     (d) Severability.  If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be
held to be invalid or unenforceable (in whole or in part) for any reason, the
remaining terms, provisions, covenants, and conditions hereof shall continue in
full force and effect as if this Agreement had been executed with the invalid or
unenforceable portion eliminated, so long as this Agreement as so modified
continues


                                       7
<PAGE>

to express, without material change, the original intentions of the parties as
to the subject matter of this Agreement and the deletion of such portion of this
Agreement will not substantially impair the respective benefits or expectations
of the parties to this Agreement; provided, however, that this severability
provision shall not be applicable if any provision of Section 2, 5, 6, or 13 (or
any definition or provision in Section 14 to the extent it relates to, or is
used in or in connection with any such Section) shall be so held to be invalid
or unenforceable.

     (e)  Additional Representations.  Section 3 is hereby amended by adding the
following additional Subsections:

          (g) No Agency.  It is entering into this Agreement and each
          Transaction as principal (and not as agent or in any other capacity,
          fiduciary or otherwise).

          (h) Eligible Contract Participant.  It is an "eligible contract
          participant" as defined in the U.S. Commodity Exchange Act.

          (i) Line of Business.  It has entered into this Agreement (including
          each Transaction evidenced hereby) in conjunction with its line of
          business (including financial intermediation services) or the
          financing of its business.

          (j) No Reliance.  In connection with the negotiation of, the entering
          into, and the confirming of the execution of, this Agreement and each
          Transaction: (i) the other party is not acting as a fiduciary or
          financial or investment advisor for it; (ii) it is not relying upon
          any representations (whether written or oral) of the other party other
          than the representations expressly set forth in this Agreement; and
          (iii) it has consulted with its own legal, regulatory, tax, business,
          investment, financial, and accounting advisors to the extent it has
          deemed necessary, and it has made its own investment, hedging, and
          trading decisions based upon its own judgement and upon any advice
          from such advisors as it has deemed necessary and not upon any view
          expressed by the other party.

     (f) Waiver of Set-Off.  Party B hereby agree to waive any right of set-off,
counterclaim or other similar right against the other party in satisfaction of
an obligation due to such party under this Agreement.

                                       8
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.


                                   HOST MARRIOTT, L.P.
                                   by: Host Marriott Corporation,
                                   its general partner

                                   By:
                                      ----------------------------------------
                                   Name:  John A. Carnella
                                   Title: Senior Vice President and Treasurer
                                   Date:



                                   WELLS FARGO BANK, N.A.

                                   By:
                                      ----------------------------------------
                                   Name:  David R. King
                                   Title: Managing Director
                                   Date:





                                       9