<PAGE>

                                                                  Exhibit 10.45

--------------------------------------------------------------------------------


(Multicurrency - Cross Border)

                                    ISDA(R)
                 International Swap Dealers Association, Inc.


                               MASTER AGREEMENT

                        dated as of  December 19, 2001



HOST MARRIOTT, L.P. and SOCIETE GENERALE, NEW YORK BRANCH 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.

--------------------------------------------------------------------------------
      Copyright/C/ 1992 by International Swap Dealers Association, Inc.
<PAGE>

(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.

                                       2
<PAGE>

     (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)).

                                       3
<PAGE>

(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,

                                       4
<PAGE>

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

                                       5
<PAGE>

     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

                                       6
<PAGE>

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.

                                       7
<PAGE>

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

                                       8
<PAGE>

     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 jurisdic-
     tion 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 Agree-
     ment 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.



Societe Generale, New York Branch        Host Marriott, L.P.


By:                                      By: Host Marriott Corporation
                                             its general partner
    -----------------------------------      ----------------------------------
    Name: Carina Huynh                       Name: John Carnella
          -----------------------------            ----------------------------
    Title: Vice President                    Title:  Senior Vice President
          -----------------------------            ----------------------------
    Date: 12/19/01                           Date:  12/19/01
          -----------------------------            ----------------------------

                                       18
<PAGE>

                                                                  EXECUTION COPY


                                   ISDA/(R)/
             International Swaps and Derivatives Association, Inc.

                                   SCHEDULE
                                    to the
                               Master Agreement
                                  dated as of
                               December 19, 2001



Between :  SOCIETE GENERALE, NEW YORK BRANCH ("Party A")
           (whose Office is located at 1221 Avenue of the Americas, New York,
           New York  10020)

and     :  HOST MARRIOTT, L.P. ("Party B")
           (a limited partnership organized under the laws of the State of
           Delaware)

                                    Part 1

                            Termination Provisions


In this Agreement:

(a)  "Specified Entity" does not apply to Party A and, in relation to Party B,
     means, for the purpose of Section 5(a)(vii) only, on any date each general
     partner of Party B and each Significant Subsidiary (as such term is defined
     in the Indenture, as defined herein) who on such date is obligated to
     pledge or grant collateral to secure or is obligated to guaranty any of the
     Senior Indebtedness (as such term is defined herein).

(b)  "Specified Transaction" does not apply.

(c)  The "Cross Default" provisions of Section 5(a)(vi) as amended below will
     apply to Party A and Party B.

     (A)  With respect to Party A:

     (i)  The word "or" is substituted for the comma after the word
          "default" in the second line and the words "or other similar
          condition or event (however described)" in the second and third
          lines of the provision are deleted.
<PAGE>

     (ii) The following proviso is added at the end of this Section:

          provided, however, that notwithstanding anything in Section 5(a)(vi)
          to the contrary, no Event of Default shall be deemed to have occurred
          under (x) the event or condition referred to in Section 5(a)(vi)(1) or
          (y) the default in making payment as set out in Section 5(a)(vi)(2) if
          the relevant failure is caused solely by an error or omission of an
          administrative or operational nature; provided in addition that, in
          the case of (y) funds were available to such party, any Credit Support
          Provider of such party or any applicable Specified Entity of such
          party, as the case may be, to make the relevant payment when due and
          such payment is made within three Local Business Days after notice of
          such failure is given to such party, any Credit Support Provider of
          such party or any applicable Specified Entity of such party, as the
          case may be.

          "Specified Indebtedness" means any obligation (whether present or
          future, contingent or otherwise, as principal or surety or otherwise)
          in respect of borrowed money (other than indebtedness in respect of
          deposits received in the ordinary course of business), including,
          without limitation, reimbursement obligations in respect of letters of
          credit, bankers' acceptances with third parties and capital leases.

          "Threshold Amount" means USD 50,000,000 or its equivalent in any other
          currency.

     (B)  With respect to Party B:

          The following is substituted for the existing text of Section
     5(a)(vi):

          "(vi)  A default by Party B or any of its Restricted Subsidiaries
          under (I) Secured Indebtedness (as defined below) of Party B or any of
          its Restricted Subsidiaries in an aggregate principal amount in excess
          of 5% of Total Assets (as defined below), or (II) other Indebtedness
          (as defined below) of Party B or any of its Restricted subsidiaries
          with an aggregate principal amount in excess of USD 50,000,000, in
          either case, (A) resulting from the failure to pay principal or
          interest when due (after giving effect to any applicable extensions or
          grace or cure periods), (B) as a result of which the maturity of such
          Secured Indebtedness or Indebtedness has been accelerated prior to its
          final Stated Maturity, or (C) resulting from the breach of any of the
          covenants in Section 4.7 of the Indenture.

          For purposes of this Section 5(a)(vi), each of "Indebtedness,"
          "Restricted Subsidiaries," "Secured Indebtedness," "Stated Maturity"
          and "Total Assets" has the meaning ascribed to such term in the
          Amended and Restated Indenture, dated as of August 5, 1998 among HMH
          Properties, Inc., as Issuer, certain guarantors and subsidiary

                                       2
<PAGE>

          guarantors, and HSBC Bank USA (f/k/a Marine Midland Bank), as Trustee,
          as amended, modified and supplemented from time to time (the
          "Indenture")."

(d)  The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will apply to
     Party A and Party B; provided, however, the phrase "is materially weaker"
     in the fifth line thereof means (i) with respect to Party B that (a) the
     unsecured and unsubordinated senior long term debt securities ("Debt
     Securities") of such resulting, surviving or transferee entity are rated
     below (i) "B+" by Standard & Poor's Ratings Group, a division of The
     McGraw-Hill Companies, Inc. ("S&P"), (ii) "B1" by Moody's Investors
     Service, Inc. ("Moody's") or (iii) the equivalent rating of any successor
     rating agency and, in the case of clause (i), (ii) or (iii), such downgrade
     is primarily as a result of such merger and occurs on or prior to 90 days
     after consummation of such merger or (b) such surviving or transferee
     entity does not have outstanding Debt Securities that are rated by at least
     one of such credit rating agencies or successor agencies within 90 days
     after consummation of such merger and (ii) with respect to Party A that (a)
     the Debt Securities of such resulting, surviving or transferee entity are
     rated below (i) "BB+" by S&P, (ii) "Ba1" by Moody's or (iii) the equivalent
     rating of any successor rating agency and, in the case of clause (i), (ii)
     or (iii), such downgrade is primarily as a result of such merger and occurs
     on or prior to 90 days after consummation of such merger or (b) such
     surviving or transferee entity does not have outstanding Debt Securities
     that are rated by at least one of such credit rating agencies or successor
     agencies within 90 days after consummation of such merger.

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

(f)  Payments on Early Termination.  For the purpose of Section 6(e) of this
     Agreement:

       (i)   Market Quotation will apply;
       (ii)  The Second Method will apply.

(g)  "Termination Currency" means United States Dollars.

(h)  "Additional Termination Event" provision of Section 5(b) will not apply to
     Party A and will apply to Party B.  The following shall constitute
     Additional Termination Events in respect of which Party B shall be the sole
     Affected Party:

     (1) At any time that Party B's obligations under or with respect to the
     Credit Agreement, dated as of June 19, 1997 and Amended and Restated as of
     August 5, 1998 and further Amended and Restated as of May 31, 2000, among
     Party B, Host Marriott Corporation, the Banks party thereto from time to
     time, and Bankers Trust Company, as Administrative Agent, as amended from
     time to time (the "Credit Agreement") (if applicable) or any series of

                                       3
<PAGE>

     notes outstanding pursuant to the Indenture or any refinancing of either
     agreement (collectively, the "Senior Indebtedness"):

          (A) are secured by collateral, the failure of Party B's obligations
     hereunder to be secured by substantially all such collateral pursuant to
     the Pledge and Security Agreement (as defined in the Indenture) or
     otherwise pari passu with the obligations owed to the holders of such
     indebtedness (as applicable, the "Collateral Agreement"), which failure
     shall continue for a period of 30 days after written notice that such
     failure will constitute an Additional Termination Event hereunder is given
     to Party B by Party A; or

          (B) are guarantied by one or more guarantors, either (i) the failure
     of Party B's obligations hereunder to be guarantied by substantially all
     such guarantors pursuant to the Amended and Restated Subsidiaries Guaranty
     dated as of August 5, 1998 and amended and restated as of May 31, 2000, as
     amended, modified and supplemented from time to time, or otherwise on terms
     no less favorable to Party A or otherwise reasonably satisfactory to Party
     A (as applicable, the "Guaranty Agreement"), or (ii) the failure of any
     such guarantor to observe or perform any covenant or agreement in the
     Guaranty Agreement, which failure, in the event of either (i) or (ii),
     shall continue for a period of 30 days after written notice that such
     failure will constitute an Additional Termination Event hereunder is given
     to Party B by Party A; or

     (2) Host Marriott Corporation or any Significant Subsidiary of Party B
     disaffirms, disclaims, repudiates or rejects, in whole or in part, or
     challenges the validity of, a Collateral Agreement or Guaranty Agreement to
     which it is a party at a time when such entity is obligated to pledge or
     grant collateral to secure or is obligated to guaranty any of the Senior
     Indebtedness.

                                       4
<PAGE>

                                    Part 2

                              Tax Representations

(a)  Payer Representation.  For the purpose of Section 3(e) of this Agreement,
     Party A and Party B will make 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) where such failure by the other
     party is a material reason for such representation to be incorrect or
     untrue.

(b)  Payee Representations.  Party A and Party B make no representations for the
     purpose of Section 3(f) of this Agreement, unless otherwise provided in the
     relevant Confirmation.


                                    Part 3

                        Agreement to Deliver Documents

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

                                       5
<PAGE>

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


------------------------------------------------------------------
Party required to                        Form/Document/
deliver document                           Certificate
------------------------------------------------------------------
Party A and                              No documents.
Party B
------------------------------------------------------------------

  (b)  Other documents to be delivered are:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
    Party
 required to
   deliver                  Form/Document/                  Date by which to be         Covered by Section
  document                   Certificate                        delivered               3(d) Representation
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
<S>            <C>                                     <C>                           <C>
Party A        The current authorized signature book   Upon execution of this        Yes
               of Party A specifying the names and     Agreement and thereafter
               authority, and containing the           upon the reasonable request
               specimen signatures of the persons      of Party B.
               authorized to execute this Agreement
               and each Confirmation on its behalf.
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
 Party B       A certificate of incumbency and a       Upon execution of this        Yes
               certified copy of the resolutions       Agreement and thereafter
               adopted by the Board of Directors of    upon the reasonable request
               Party B's general partner,              of Party A.
               authorizing the execution and
               delivery of this Agreement
               (including the Confirmation) and the
               performance by Party B of its
               obligations hereunder.
------------------------------------------------------------------------------------------------------------
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
    Party
 required to
   deliver                  Form/Document/                  Date by which to be         Covered by Section
  document                   Certificate                         delivered              3(d) Representation
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
<S>            <C>                                     <C>                           <C>
Party A           A copy of its most recent annual         Upon execution of this               Yes
and               report containing audited financial      Agreement and thereafter
Party B           statements.                              upon the reasonable request
                                                           of the other party.


------------------------------------------------------------------------------------------------------------
</TABLE>


                                     Part 4

                                 Miscellaneous

(a)  Addresses for Notices.  For the purpose of Section 12(a) of this Agreement:

     Addresses for notices or communications to Party A (unless otherwise
     specified in the relevant Confirmation):

     with respect to Transactions entered into by the Rate and Derivatives
     Products Group:

          1221 Avenue of the Americas
          NEW YORK, New York 10020
          Attention: Treasury Operations
          Telephone:  (212) 278-6000
          Fax:  (212) 278-7136
          Telex:   ITT 428802  Answerback: SOCIEGEN

     Address(es) for notices or communications to Party B:

          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

                                       7
<PAGE>

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

     -  Party A appoints as its Process Agent:
        SOCIETE GENERALE, New York, 1221 Avenue of the Americas,
        New York, NY  10020 - Attention:  General Counsel's Office.

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

(c)  Offices.  The provisions of Section 10(a) will apply to this Agreement.

(d)  Multibranch Party.  For the purpose of Section 10(c) of this Agreement:

     -  Party A is not a Multibranch Party.
     -  Party B is not a Multibranch Party.

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

(f)  Credit Support Document.  Details of any Credit Support Document:  None.

(g)  Credit Support Provider.

     Credit Support Provider means in relation to Party A:  None.

     Credit Support Provider means in relation to Party B:  None.

(h)  GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
     ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
     CHOICE OF LAW DOCTRINE.

     WAIVER OF JURY TRIAL.  THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY
     IN ANY JUDICIAL PROCEEDINGS TO WHICH THEY ARE BOTH PARTIES INVOLVING ANY
     MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
     AGREEMENT.

(i)  "Net Payments". Section 2(c)(ii) of the Agreement will apply.

(j)  "Affiliate" will have the meaning specified in Section 14 of this
     Agreement.


                                       8
<PAGE>

                                    Part 5

                               Other Provisions

(a)  Modifications to the Agreement
     ------------------------------

     (i)  Definitions.  Unless otherwise specified in a Confirmation, this
          Agreement incorporates and is subject to the terms of each of the
          definitions booklets published by the International Swaps &
          Derivatives Association, Inc. ("ISDA") from time to time (as amended
          by the Agreement); provided that in the event of any inconsistency
          between the provisions of this Agreement and the provisions of any
          particular definitions booklet, this Agreement shall prevail.

     (ii) Section 3(a) - Basic Representations - is amended to add the following
          new sub-sections:

          (vi)   Line of Business. It is entering into that Transaction for the
                 purpose of managing its borrowing or investments, hedging its
                 underlying assets or liabilities or in connection with a line
                 of business;

          (vii)  Eligible Contract Participant.  (i) Party A is a financial
                 institution and (ii) Party B is a partnership that has total
                 assets in excess of $10,000,000;

          (viii) No Reliance. It has, in connection with the negotiation,
                 execution and delivery of this Agreement and any Transaction
                 (i) the knowledge and sophistication independently to appraise
                 and understand the financial and legal terms and conditions of
                 each Transaction and to assume the economic consequences and
                 risks thereof and has, in fact, done so as a result of arm's-
                 length dealings with the other party; (ii) to the extent
                 necessary, consulted with its own independent financial, legal
                 or other advisors and has made its own investment, hedging and
                 trading decisions in connection with any Transaction based upon
                 its own judgement and the advice of such advisors and not upon
                 any view expressed by the other party; (iii) not been in any
                 fiduciary relationship with the other party; (iv) not obtained
                 from the other party (directly or indirectly through any other
                 person) any advice, counsel or assurances as to the expected or
                 projected success, profitability, performance, results or
                 benefits of any Transaction; and (v) determined to its
                 satisfaction whether or not the rates, prices or amounts and
                 other economic terms of any Transaction and the indicative
                 quotations (if any) provided by the other party reflect those
                 in the relevant market for similar transactions; and

                                       9
<PAGE>

          (ix)   No Representations.  It is not relying upon any representations
                 (whether written or oral) of the other party other than the
                 representations expressly set forth herein and in any Credit
                 Support Document and, or in any Confirmation

          (x)    Interest Rate Protection:   With respect to Party B only:

                 This Agreement constitutes (I) an Interest Rate Protection
                 Agreement as defined in the Credit Agreement and (II) an
                 Interest Swap and Hedging Obligation as defined in the
                 Indenture.

(b)  Other Provisions
     ----------------

     (i)  Telephone Recording.  Each party may tape record any telephone
          conversation between the parties and each party agrees that any such
          tape recording shall be admissible as evidence in any court or other
          legal proceeding for the purpose of establishing any matters pertinent
          to such Transaction.

     (ii) 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 illegal, 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 the
          Agreement had been executed with the illegal, invalid or unenforceable
          portion eliminated, so long as the Agreement as so modified continues
          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 of this Agreement.

                                      10
<PAGE>

     (ii)  Future Agreements.

           (i)  Pari Passu.  Party B agrees that in the event Party B has
                pledged, or at any time hereafter does pledge, collateral as
                security for its indebtedness outstanding under the Credit
                Agreement or any series of notes outstanding under the Indenture
                or the refinancing of any of the foregoing, then Party B's
                obligations to Party A under any Transaction entered into
                hereunder shall be secured on a pari passu basis with such
                                                ---- -----
                Credit Agreement indebtedness or series of notes or the
                refinancing of any of the foregoing.


SOCIETE GENERALE,      HOST MARRIOTT, L.P.
NEW YORK BRANCH        (Party B)
(Party A)


By:                                     By:  Host Marriott Corporation,
        -----------------------------        its general partner
Name:   Carina Huynh
        ------------
Title:  Vice President
        --------------

                                        By:
                                                -----------------------------
                                        Name:   John Carnella
                                                -----------------------------
                                        Title:  Senior Vice President
                                                -----------------------------
                                      11