EXHIBIT 10.32



 EXHIBIT 10.32 
  
 AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT 
  
 AMENDMENT NO. 1 dated as of November 5, 2003 (this “Amendment”), amending the PLEDGE AND SECURITY AGREEMENT
dated as of June 6, 2002 (the “Pledge Agreement”) made by each of the undersigned pledgors (the “Pledgors”), in favor of Deutsche Bank Trust Company Americas, as Collateral Agent, for the benefit of the Secured
Creditors. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Pledge Agreement. 
  
 RECITALS 
  
 WHEREAS, the Pledgors and the Collateral Agent have entered into the Pledge Agreement; 
  
 WHEREAS, the U.S. Borrower has requested certain amendments to the Pledge Agreement; and 
  
 WHEREAS, the Required Lenders and the Collateral Agent are willing, on the
terms and subject to the conditions set forth below, to amend certain provisions of the Pledge Agreement; 
  
 NOW, THEREFORE, the undersigned agree as follows: 
  
 ARTICLE I. 
  
 AMENDMENTS TO PLEDGE AGREEMENT 
  
 SECTION 1.1. Effective on the Amendment No. 1 Effective Date (as such term is defined in Section 2.1), the Pledge Agreement is hereby modified in accordance with this Article I. 
  
 SECTION 1.2. The sixth WHEREAS clause in the recitals of the Pledge Agreement
is hereby amended by replacing such clause in its entirety with the following clause: 
  
 “WHEREAS, the U.S. Borrower has prior to the date hereof issued (A) $5,922,000 9 3/8% Debentures due June
2007, (B) $6,873,000 10% Series L Senior Notes due May 2012, and (C) pursuant to the Indenture, dated as of August 5, 1998, among the U.S. Borrower, the guarantors and subsidiary guarantors named therein and Marine Midland Bank, as trustee (the
“Senior Note Indenture”) (i) $500,000,000 7- 7/8% Series A Senior Notes due August 2005, (ii)
$1,200,000,000 7- 7/8% Series B Senior Notes due August 2008, (iii) $500,000,000 8.45% Series C Senior Notes due
December 2008, (iv) $300,000,000 8- 3/8% Series E Senior Notes due February 2006, (v) $250,000,000 9- 1/4% Series G Senior Notes due 2007, and (vi) $450,000,000 9- 1/2% Series I Senior Notes due January 2007 (each of the issuances described in subclauses (A), (B) and (C) above, collectively, together with any other issue
of senior notes pursuant to the Senior Note Indenture not in violation of Section 11.02 of the Credit Agreement (including, without limitation, the issuance of (i) $725,000,000 







 
7- 1/8% Series J
Senior Notes due November 2013, and (ii) $725,000,000 7- 1/8% Series K Senior Notes due November 2013), the
“Senior Notes”) (with the holders from time to time of such Senior Notes being herein called the “Senior Noteholders”);” 
  
 SECTION 1.3. Section 1(b) of the Pledge Agreement is hereby amended by deleting the phrase “Senior Notes” in
clause (iii) thereof and substituting in lieu thereof the phrase “Senior Note Obligations”. 
  
 ARTICLE II. 
  
 CONDITIONS TO EFFECTIVENESS 
  
 SECTION 2.1.
Conditions. This Amendment shall be and become effective on the date (the “Amendment No. 1 Effective Date”) when all of the following shall have occurred: 
  
 (a) the Collateral Agent shall have received counterparts of this Amendment, duly executed by and delivered
on behalf of the Pledgors; and 
  
 (b) the
Collateral Agent shall have received the written consent of the Required Lenders, which consent shall be evidenced by the due execution and delivery by the Required Lenders of a counterpart to this Agreement. 
  
 ARTICLE III. 
  
 MISCELLANEOUS 
  
 SECTION 3.1. Certification. Pursuant to Section 20 of the Pledge
Agreement, the U.S. Borrower hereby certifies that the amendments set forth in this Agreement are permitted by the terms of the Secured Debt Agreements. 
  
 SECTION 3.2. Full Force and Effect; Limited Amendment and Waiver. Except as expressly modified hereby, all of the representations, warranties,
terms, covenants, conditions and other provisions of the Pledge Agreement shall remain unamended and unwaived and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. The amendments and waivers
set forth herein shall be limited precisely as provided for herein to the provisions expressly amended or waived herein and shall not be deemed to be an amendment to, consent to, waiver of or modification of any other term or provision of the Pledge
Agreement. 
  
 SECTION 3.3. Headings. The various headings
of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof. 
  
 SECTION 3.4. Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed
to be an original and all of which shall constitute together but one and the same agreement. 
  

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 SECTION 3.5. Cross-References. References in this Amendment to any Article or Section are, unless
otherwise specified or otherwise required by the context, to such Article or Section of this Amendment. 
  
 SECTION 3.6. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. 
  
 SECTION 3.7. Severability. Any
provision of this Amendment held to be invalid, illegal, ineffective or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, ineffectiveness or unenforceability without
affecting the validity, legality, effectiveness and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

  
 SECTION 3.8. GOVERNING LAW. THIS AMENDMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS). 
  
 [Signature page follows.] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver
this Amendment as of the date first above written. 
  
  

	THE PLEDGORS SET FORTH ON SCHEDULE 1 HERETO
		
	 By:
	 	 /s/ John A. Carnella


	 	 	 Name: John A. Carnella
 Title:
Senior Vice President of Host Marriott
 Corporation and Vice President of the other
 signatories listed on Schedule 1



  
 [Amendment No. 1
to Pledge Agreement] 








	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 as Collateral Agent

		
	 By:
	 	 /s/ Linda Wang


	 	 	Name: Linda Wang
	 	 	Title: Vice President


  
 [Amendment No. 1
to Pledge Agreement] 








	 BANK OF AMERICA, N.A.

		
	 By:
	 	 /s/ Lisa J. Butler


	 	 	Name: Lisa J. Butler
	 	 	Title: Principal


  
 [Amendment No. 1
to Pledge Agreement] 








	 CITICORP REAL ESTATE, INC.

		
	 By:
	 	 /s/ Michael S. Cheipak


	 	 	Name: Michael S. Cheipak
	 	 	Title: Vice President


  
 [Amendment No. 1
to Pledge Agreement] 








	 CREDIT LYONNAIS NEW YORK BRANCH

		
	 By:
	 	 /s/ Jan Hazelton


	 	 	Name: Jan Hazelton
	 	 	Title: Vice President


  
 [Amendment No. 1
to Pledge Agreement] 








	 THE BANK OF NOVA SCOTIA

		
	 By:
	 	 /s/ Kate Pigott


	 	 	Name: Kate Pigott
	 	 	Title: Director


  
 [Amendment No. 1
to Pledge Agreement] 








	 FLEET NATIONAL BANK

		
	 By:
	 	 /s/ C.A. Ejauga


	 	 	Name: C.A. Ejauga
	 	 	Title: Director


  
 [Amendment No. 1
to Pledge Agreement] 








	 THE INTERNATIONAL COMMERCIAL
 BANK OF CHINA, NEW YORK AGENCY

		
	 By:
	 	 /s/ Wen-Hui Wang


	 	 	Name: Wen-Hui Wang
	 	 	Title: VP & Deputy General manager


  
 [Amendment No. 1
to Pledge Agreement] 








	 MERRILL LYNCH CAPITAL CORPORATION

		
	 By:
	 	 /s/ Stephanie Vallillo


	 	 	Name: Stephanie Vallillo
	 	 	Title: Vice President


  
 [Amendment No. 1
to Pledge Agreement] 








	 UBS AG, STAMFORD BRANCH

		
	 By:
	 	 /s/ Wilfred V. Saint


	 	 	Name: Wilfred V. Saint
	 	 	Title: Associate Director-Banking Products Services US


  

		
	 By:
	 	 /s/ Barbara Ezell-McMichael


	 	 	Name: Barbara Ezell-McMichael
	 	 	Title: Associate Director-Banking Products Services US


  
 [Amendment No. 1
to Pledge Agreement] 








	 BANK LEUMI USA

		
	 By:
	 	 /s/ Charles C. D’Amiro


	 	 	Name: /s/ Charles C. D’Amiro
	 	 	Title: Vice President


  
 [Amendment No. 1
to Pledge Agreement] 







 Schedule 1 
 PLEDGORS 
  

	 HOST MARRIOTT, L.P.
	  	 
	 By:
	  	HOST MARRIOTT CORPORATION,	  	 
	 	  	its General Partner	  	 
	 HMC CAPITAL LLC
	  	 
	 HMC CAPITAL RESOURCES LLC
	  	 
	 HMC MEXPARK LLC
	  	 
	 HMC RETIREMENT PROPERTIES, L.P.
	  	 
	 By:
	  	DURBIN LLC,	  	 
	 	  	its General Partner	  	 
	 HMC PALM DESERT LLC
	  	 
	 HOST LA JOLLA LLC
	  	 
	 HMC AMELIA I LLC
	  	 
	 HMC AMELIA II LLC
	  	 
	 HMC PLP LLC
	  	 
	 HMC OLS I LLC
	  	 
	 HMC OLS I L.P.,
	  	 
	 By:
	  	HMC OLS I LLC,	  	 
	 	  	its General Partner	  	 
	 CITY CENTER INTERSTATE PARTNERSHIP LLC
	  	 
	 AIRPORT HOTELS LLC
	  	 
	 HOST OF HOUSTON, LTD.
	  	 
	 By:
	  	AIRPORT HOTELS LLC,	  	 
	 	  	its General Partner	  	 
	 HMC SUITES LLC
	  	 
	 PM FINANCIAL LLC
	  	 
	 HOST PARK RIDGE LLC
	  	 
	 PRM LLC
	  	 
	 HMH RIVERS LLC