Exhibit 10.44


              AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
              --------------------------------------------------

     AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of August 5,
1998 and amended and restated as of May 31, 2000 (as amended, modified or
supplemented from time to time, this "Agreement"), made by each of the
undersigned pledgors (each a "Pledgor", and together with any entity that
becomes a party hereto pursuant to Section 22 hereof, the "Pledgors"), in favor
of BANKERS TRUST COMPANY, as Collateral Agent, for the benefit of the Secured
Creditors (as defined below) (in such capacity, the "Pledgee").  Except as
otherwise defined herein, terms used herein and defined in the Credit Agreement
(as defined below) shall be used herein as therein defined.

                             W I T N E S S E T H :
                             -------------------

          WHEREAS, Host Marriott Corporation ("Holdings"), Host Marriott, L.P.
(the "Borrower"), various lenders from time to time party thereto (the "Banks"),
and Bankers Trust Company, as the Administrative Agent (in such capacity and
together with any successor thereto, the "Administrative Agent" and, together
with the Pledgee and the Banks and their respective successors and assigns, and
together with any other lenders from time to time party to the Credit Agreement
hereinafter referred to, the "Bank Creditors"), have entered into an Amended and
Restated 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,
providing for the making of Loans to the Borrower as contemplated therein (as
used herein, the term "Credit Agreement" means the Amended and Restated Credit
Agreement described above in this paragraph, as the same may be amended,
modified, extended, renewed, replaced, restated, supplemented or refinanced from
time to time, and including any agreement extending the maturity of, or
refinancing or restructuring (including, but not limited to, the inclusion of
additional borrowers or guarantors thereunder or any increase in the amount
borrowed) all or any portion of, the indebtedness under such agreement or any
successor agreement, whether or not with the same agent, trustee,
representative, lenders or holders; provided that, with respect to any agreement
providing for the refinancing or replacement of indebtedness under the Credit
Agreement, such agreement shall only be treated as, or as part of, the Credit
Agreement hereunder if (i) either (A) all obligations under the Credit Agreement
being refinanced or replaced shall be paid in full at the time of such
refinancing or replacement, and all commitments pursuant to the refinanced or
replaced Credit Agreement shall have terminated in accordance with their terms
or (B) the Required Banks shall have consented in writing to the refinancing or
replacement indebtedness being treated as indebtedness pursuant to the Credit
Agreement, and (ii) a notice to the effect that the refinancing or replacement
indebtedness shall be treated as issued under the Credit Agreement shall be
delivered by the Borrower to the Pledgee);


         WHEREAS, the Credit Agreement amends and restates the Original Credit
Agreement in its entirety and the Credit Agreement remains entitled to the
benefits of this Agreement (without interruption) as contemplated by the first
proviso of the Original Pledge and Security Agreement (as defined below);

         WHEREAS, as part of the Original Credit Agreement, the Pledgee and the
Pledgors entered into the Pledge and Security Agreement, dated as of August 5,
1998, as amended through, but not including, the date hereof (the "Original
Pledge and Security Agreement");

         WHEREAS, as permitted by the Original Pledge and Security Agreement,
this Agreement amends and restates the Original Pledge and Security Agreement in
its entirety;

         WHEREAS, the Borrower may from time to time be party to (or guaranty
the obligations of one or more of its Subsidiaries under) one or more Interest
Rate Protection Agreements and/or Other Hedging Agreements with a Bank Creditor
or an affiliate of a Bank Creditor (each such Bank Creditor or affiliate, even
if the respective Bank Creditor subsequently ceases to be a Bank under the
Credit Agreement for any reason, together with such Bank Creditor's or
affiliate's successors and assigns, collectively, the "Other Creditors");

         WHEREAS, pursuant to the Subsidiaries Guaranty, each Subsidiary
Guarantor has jointly and severally guaranteed to the Bank Creditors and the
Other Creditors the payment when due of all obligations and liabilities of the
Borrower under or with respect to (x) the Credit Documents (as used herein, the
term "Credit Documents" shall have the meaning provided in the Credit Agreement
and shall include any documentation executed and delivered in connection with
any replacement or refinancing of the Credit Agreement) and (y) each Interest
Rate Protection Agreement and Other Hedging Agreement with one or more of the
Other Creditors;

          WHEREAS, on the date hereof, there remain outstanding certain of the
Borrower's (i) 9 1/2% Senior Secured Notes due 2005, (ii) 8 7/8% Senior Notes
due 2007 and (iii) 9% Senior Notes due 2007 (collectively, the "HMH Notes")
(with the holders from time to time of such HMH Notes being herein called the
"HMH Noteholders") which were issued pursuant to each of the respective
indentures entered into by the Borrower (as successor to HMH Properties, Inc.),
the subsidiary guarantors named therein and Marine Midland Bank, as trustee in
connection with the HMH Notes (collectively, the "HMH Note Indentures");

          WHEREAS, with respect to those HMH Notes that remain outstanding on
the date hereof, various of the Pledgors continue to guaranty the payment when
due of all of the obligations and liabilities of the Borrower under or with
respect to such HMH Notes and the HMH Note Indentures (with any such guarantees,
together with the HMH Notes and the HMH Note Indentures, being herein
collectively called "HMH Note Documents");

          WHEREAS, prior to the date hereof, the Borrower has issued
$2,500,000,000 in aggregate principal amount of its (i) $500,000,000 7 7/8%
Series A Senior Notes due 2005, (ii) $1,200,000,000 7 7/8% Series B Senior Notes
due 2008, (iii) $500,000,000 8.45% Series C Senior Notes due 2008 and (iv)
$300,000,000 8 3/8% Series E Senior Notes due February 2006 (collectively, the
"Senior Notes") (with the holders from time to time of such Senior Notes being
herein called the "Senior Noteholders") pursuant to the Indenture, dated as of
August 5, 1998,

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among the Borrower, the guarantors and subsidiary guarantors named therein and
Marine Midland Bank, as trustee, in connection with the Senior Notes (the
"Senior Note Indenture");

         WHEREAS, various of the Pledgors have issued, or in the future may
enter into, guarantees of the payment when due of all of the obligations and
liabilities of the Borrower under or with respect to the Senior Notes and the
Senior Note Indenture (with any such guarantees, together with the Senior Notes
and Senior Note Indenture, being herein collectively called "Senior Note
Documents");

         WHEREAS, the Borrower may in the future incur Additional Debt (as
hereinafter defined) as permitted under Section 8.04(vi) of the Credit Agreement
and Section 4.7 of the Senior Note Indenture that may be (in accordance with the
terms thereof and to the extent permitted pursuant to the Credit Agreement and
the Senior Note Indenture) (x) guaranteed by various of the Pledgors and (y) to
the extent that such Additional Debt constitutes senior obligations of the
Borrower which rank pari passu in right of payment with the Credit Document
Obligations (as defined below) and the Senior Note Obligations (as defined
below), secured  hereunder on an equal and ratable basis with all of the
Obligations as hereinafter provided (with any holders of such Additional Debt
from time to time being herein collectively called "Additional Debtholders" and
with all documentation evidencing any such Additional Debt and any guarantees
thereof being herein called "Additional Debt Documents").  For purposes hereof,
the term "Additional Debt" shall mean Specified Senior Indebtedness issued by
the Borrower;

         WHEREAS, it is a condition precedent to the amendment and restatement
of the Original Credit Agreement in the form of the Credit Agreement that each
Pledgor shall have executed and delivered to the Pledgee this Agreement;

         WHEREAS, each Pledgor desires to execute this Agreement to satisfy the
conditions described in the immediately preceding paragraph;

         NOW, THEREFORE, in consideration of the benefits accruing to each
Pledgor, the receipt and sufficiency of which are hereby acknowledged, each
Pledgor hereby makes the following representations and warranties to the Pledgee
and hereby covenants and agrees with the Pledgee as follows:

         1.  SECURITY FOR OBLIGATIONS.  (a)  Subject to the provisions of the
following clause (b) of this Section 1, this Agreement is made by each Pledgor
in favor of the Pledgee for the benefit of the Bank Creditors, the Other
Creditors, the HMH Noteholders, the Senior Noteholders, the Additional
Debtholders and any trustee, agent or other similar representative of any such
creditors or holders (collectively, together with the Pledgee, the "Secured
Creditors"), to secure on an equal and ratable basis:

             (i)    the full and prompt payment when due (whether at the stated
     maturity, by acceleration or otherwise) of all obligations (including
     obligations which, but for the automatic stay under Section 362(a) of the
     Bankruptcy Code, would become due) and liabilities (including, without
     limitation, indemnities, fees and interest thereon) of such Pledgor (as
     obligor or guarantor, as the case may be) to the Bank Creditors, whether
     now existing or hereafter incurred under, arising out of or in connection
     with the Credit Agreement and all other Credit Documents to which it is at
     any time a party (including,

                                      -3-


     without limitation, all such obligations and liabilities of such Pledgor
     under the Credit Agreement (if a party thereto) and under any guaranty by
     it of the obligations under the Credit Agreement) and the due performance
     and compliance by such Pledgor with the terms of each such Credit Document
     (all such obligations and liabilities under this clause (i) being herein
     collectively called the "Credit Document Obligations");

          (ii)   the full and prompt payment when due (whether at the stated
     maturity, by acceleration or otherwise) of all obligations (including
     obligations which, but for the automatic stay under Section 362(a) of the
     Bankruptcy Code, would become due) and liabilities of such Pledgor (as
     obligor or guarantor, as the case may be) to the Other Creditors, whether
     now existing or hereafter incurred under, arising out of or in connection
     with any Interest Rate Protection Agreement or Other Hedging Agreement
     (including, without limitation, all such obligations and liabilities of
     such Pledgor under any guaranty by it of the obligations under any Interest
     Rate Protection Agreement or Other Hedging Agreement) and the due
     performance and compliance by such Pledgor with the terms of each such
     Interest Rate Protection Agreement and Other Hedging Agreement (all such
     obligations and liabilities under this clause (ii) being herein
     collectively called the "Other Obligations");

          (iii)  the full and prompt payment when due (whether at the stated
     maturity, by acceleration or otherwise) of all obligations (including
     obligations which, but for the automatic stay under Section 362(a) of the
     Bankruptcy Code, would become due) and liabilities (including, without
     limitation, indemnities, fees and interest thereon) of such Pledgor (as
     obligor or guarantor, as the case may be) to the HMH Noteholders, whether
     now existing or hereafter incurred under, arising out of or in connection
     with the HMH Notes and the other HMH Note Documents to which such Pledgor
     is at any time a party (including, without limitation, all such obligations
     and liabilities of such Pledgor under any guaranty with respect thereto)
     and the due performance and compliance by such Pledgor with all of the
     terms, conditions and agreements on its part contained in each such HMH
     Note Document (all such obligations and liabilities under this clause (iii)
     being herein collectively called the "HMH Note Obligations");

          (iv)   the full and prompt payment when due (whether at the stated
     maturity, by acceleration or otherwise) of all obligations (including
     obligations which, but for the automatic stay under Section 362(a) of the
     Bankruptcy Code, would become due) and liabilities (including, without
     limitation, indemnities, fees and interest thereon) of such Pledgor (as
     obligor or guarantor, as the case may be) to the Senior Noteholders,
     whether now existing or hereafter incurred under, arising out of or in
     connection with the Senior Note Documents to which such Pledgor is at any
     time a party (including, without limitation, all such obligations and
     liabilities of such Pledgor under the Senior Note Indenture or any guaranty
     by it of the obligations under the Senior Note Indenture) and the due
     performance and compliance by such Pledgor with all of the terms,
     conditions and agreements on its part contained in each such Senior Note
     Document (all such obligations and liabilities under this clause (iv) being
     herein collectively called the "Senior Note Obligations");

          (v)    the full and prompt payment when due (whether at the stated
     maturity, by acceleration or otherwise) of all obligations (including
     obligations which, but for the

                                      -4-


     automatic stay under Section 362(a) of the Bankruptcy Code, would become
     due) and liabilities (including, without limitation, indemnities, fees and
     interest thereon) of such Pledgor (as obligor or guarantor, as the case may
     be) to the Additional Debtholders, whether now existing or hereafter
     incurred under, arising out of or in connection with the Additional Debt
     and the other Additional Debt Documents to which such Pledgor is at any
     time a party (including, without limitation, all such obligations and
     liabilities of such Pledgor under any guaranty with respect thereto) and
     the due performance and compliance by such Pledgor with all of the terms,
     conditions and agreements on its part contained in each such Additional
     Debt Document (all such obligations and liabilities under this clause (v)
     being herein collectively called the "Additional Debt Obligations");

          (vi)   any and all sums advanced by the Pledgee in order to preserve
     the Collateral (as hereinafter defined) or preserve its security interest
     in the Collateral;

          (vii)  in the event of any proceeding for the collection or
     enforcement of any indebtedness, obligations, or liabilities referred to in
     clauses (i) through (vi) above, after an Event of Default (such term, as
     used in this Agreement, shall mean (a) any "Event of Default" at any time
     under, and as defined in, any of the Credit Agreement, the HMH Note
     Documents and the Senior Note Documents and, if the Additional Debt
     Obligations are secured hereunder at such time, the Additional Debt
     Documents, and (b) any payment default (after the expiration of any
     applicable grace period) on any of the Obligations secured hereunder at
     such time) shall have occurred and be continuing, the reasonable expenses
     of retaking, holding, preparing for sale or lease, selling or otherwise
     disposing or realizing on the Collateral, or of any exercise by the Pledgee
     of its rights hereunder, together with reasonable attorneys' fees and court
     costs; and

          (viii) all amounts paid by any Secured Creditor as to which such
     Secured Creditor has the right to reimbursement under Section 11 of this
     Agreement;

all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (viii) of this Section 1, subject to the provisions of following clause
(b), being herein collectively called the "Obligations," it being acknowledged
and agreed that the "Obligations" shall include extensions of credit of the type
described above, whether outstanding on the date of this Agreement or extended
from time to time after the date of this Agreement.

          (b)  Notwithstanding anything to the contrary contained above in this
Section 1 or elsewhere in this Agreement, obligations and liabilities which
would otherwise constitute Additional Debt Obligations as defined in clause (v)
of Section 1(a) of this Agreement shall not constitute Obligations for purposes
of (or be secured pursuant to) this Agreement unless the Borrower shall have
delivered to the Pledgee a written "Notice of Pledge Agreement Entitlement"
(each, a "Notice of Pledge Agreement Entitlement") with respect thereto at least
5 days (or such shorter number of days as may be reasonably acceptable to the
Pledgee) prior to the date of the incurrence of the respective Indebtedness, as
follows:

     Such written notice from the Borrower (i) shall state that
     it is a "Notice of Pledge Agreement Entitlement", (ii) shall
     be delivered to the Pledgee, (iii) shall describe the new
     Additional Debt Obligations (and shall describe the Pledgors
     obligated, as obligors or guarantors, with respect thereto)
     to be secured hereby, (iv) shall

                                      -5-


     state that it is delivered pursuant to Section 1(b) of this
     Pledge and Security Agreement, (v) shall reference the
     aggregate principal amount of such new Indebtedness, and
     (vi) shall state that the new Indebtedness and the
     incurrence thereof does not violate, and may be incurred and
     secured hereunder in accordance with, the applicable
     provisions of Sections 8.01 and 8.04(vi) of the Credit
     Agreement and, to the extent still in effect, Section 4.7 of
     the Senior Note Indenture.

          2.   DEFINITION OF STOCK, LIMITED LIABILITY COMPANY INTERESTS,
PARTNERSHIP INTERESTS, SECURITIES, ETC.  (a)  As used herein: (i) the term
"Stock" shall mean (x) with respect to corporations incorporated under the laws
of the United States or any State or territory thereof (each a "Domestic
Corporation"), all of the issued and outstanding shares of capital stock of any
Domestic Corporation at any time owned by any Pledgor and (y) with respect to
corporations that are not Domestic Corporations (each a "Foreign Corporation"),
all of the issued and outstanding shares of capital stock of any Foreign
Corporation at any time owned by any Pledgor, provided that, (A) except as
provided in the last sentence of this Section 2(a) and except for Foreign
Subsidiaries that are Look-Through Subsidiaries, such Pledgor shall not be
required to pledge hereunder more than 65% of the total combined voting power of
all classes of capital stock entitled to vote for the directors of such Foreign
Corporation (herein called "Voting Stock") owned by such Pledgor of any Foreign
Corporation and (B) the Pledgor shall be required to pledge hereunder 100% of
the issued and outstanding shares of all capital stock which is not Voting Stock
(herein called "Non-Voting Stock") at any time owned by the Pledgor of any
Foreign Corporation; (ii) the term "Limited Liability Company Interest" shall
mean the entire limited liability company interests or membership interests at
any time owned by each Pledgor in any limited liability company (each such
limited liability company, a "Pledged Limited Liability Company"); (iii) the
term "Partnership Interest" shall mean the entire partnership interests (whether
general and/or limited partnership interests) at any time owned by each Pledgor
in any partnership (whether a general or limited partnership) (each such
partnership, a "Pledged Partnership"); and (iv) the term "Securities" shall mean
all of the Stock, Limited Liability Company Interests and Partnership Interests.
Notwithstanding anything to the contrary contained herein, the term "Securities"
shall only include, and each Pledgor only shall be required to pledge hereunder,
the equity interests of a Look-Through Subsidiary of the type described in
clause (i) or the definition thereof contained in the Credit Agreement.

          Each Pledgor represents and warrants that on the date hereof (i) the
Stock held by such Pledgor consists of the number and type of shares of the
stock of the corporations as described in Annex A hereto; (ii) such Stock
constitutes that percentage of the issued and outstanding capital stock of the
issuing corporation as is set forth in Annex A hereto; (iii) the Limited
Liability Interests held by such Pledgor consist of the number and type of
interest of the issuing Pledged Limited Liability Company as described in Annex
B hereto; (iv) such Limited Liability Company Interests constitute that
percentage of the issued and outstanding equity interests of the respective
issuing Pledged Limited Liability Company as is set forth in Annex B hereto; and
(v) the Partnership Interests held by such Pledgor constitute that percentage of
the entire Partnership Interest of the respective Pledged Partnership as is set
forth in Annex C hereto for such Pledgor.  In the circumstances and to the
extent provided in Section 7.15 of the Credit Agreement, the limitation set
forth in part (A) of the proviso to clause (i)(y) of this Section 2(a)

                                      -6-


and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall
duly pledge and deliver to the Pledgee such of the Securities not theretofore
required to be pledged hereunder.

          (b)  All Stock at any time pledged or required to be pledged hereunder
is hereinafter called the "Pledged Stock," all Limited Liability Company
Interests at any time pledged or required to be pledged hereunder are
hereinafter called the "Pledged Limited Liability Company Interests," all
Partnership Interests at any time pledged or required to be pledged hereunder
are hereinafter called the "Pledged Partnership Interests," all of the Pledged
Stock, Pledged Limited Liability Interests and Pledged Partnership Interests
together are hereinafter called the "Pledged Securities," which together with
(i) all proceeds thereof, including any securities and moneys received and at
the time held by the Pledgee hereunder, (ii) the entries on the books of any
securities intermediary pertaining to the Pledged Stock, Pledged Limited
Liability Company Interests and Pledged Partnership Interests, (iii) all
dividends, cash, warrants, rights, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of the Pledged Stock, Pledged Limited Liability
Company Interests and Pledged Partnership Interests and (iv) all rights under
Sections 3.1(a)(iv) and (v) hereof are hereinafter called the "Collateral".

          (c)  Notwithstanding anything to the contrary contained in this
Agreement, no Pledgor shall be required to pledge hereunder the Securities of a
Person as, and to the extent, provided in Section 7.16(a)(B) of the Credit
Agreement.

          (d)  Notwithstanding anything to the contrary contained in this
Agreement, Holdings shall not be required to pledge any Collateral hereunder
except under the circumstances described in Section 12.18(b) of the Credit
Agreement and, in the event that such circumstances exist, Holdings will
promptly pledge all Collateral then owned by it (and thereafter acquired by it)
in the manner provided in this Agreement without regard to this Section 2(d).

          3.   PLEDGE OF SECURITIES, ETC.

          3.1. Pledge.  (a) To secure all Obligations of such Pledgor and for
               ------
the purposes set forth in Section 1 hereof, each Pledgor hereby:  (i) grants to
the Pledgee, and reconfirms its grant to the Pledgee under the Original Pledge
Agreement of, a first priority security interest in all of the Collateral owned
by such Pledgor; (ii) pledges and deposits as security with the Pledgee the
certificated Securities owned by such Pledgor on the date hereof, and delivers
to the Pledgee all certificates or instruments therefor, if any, accompanied by
undated stock powers duly executed in blank by such Pledgor in the case of
Stock, or such other instruments of transfer as are reasonably acceptable to the
Pledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and sets
over to the Pledgee all of such Pledgor's right, title and interest in and to
such Securities (and in and to all certificates or instruments evidencing such
Securities), to be held by the Pledgee, upon the terms and conditions set forth
in this Agreement; (iv) transfers and assigns to the Pledgee all of such
Pledgor's Limited Liability Company Interests (and delivers any certificates or
instruments evidencing such limited liability company or membership interests,
duly endorsed in blank) and all of such Pledgor's right, title and interest in
each limited liability company to which such interests relate, whether now
existing or hereafter acquired, including, without limitation:

                                      -7-


          (A)  all the capital thereof and its interest in all profits, losses,
     Limited Liability Company Assets (as defined below) and other distributions
     to which such Pledgor shall at any time be entitled in respect of such
     Limited Liability Company Interests;

          (B)  all other payments due or to become due to such Pledgor in
     respect of Limited Liability Company Interests, whether under any limited
     liability company agreement or otherwise, whether as contractual
     obligations, damages, insurance proceeds or otherwise;

          (C)  all of its claims, rights, powers, privileges, authority,
     options, security interests, liens and remedies, if any, under any limited
     liability company agreement or operating agreement, or at law or otherwise
     in respect of such Limited Liability Company Interests (except any rights
     as managing member of a limited liability company which is not a Wholly-
     Owned Subsidiary, to the extent the applicable limited liability company
     agreement or operating agreement prohibits a pledge of such rights);

          (D)  all present and future claims, if any, of such Pledgor against
     any Pledged Limited Liability Company for moneys loaned or advanced, for
     services rendered or otherwise;

          (E)  subject to Section 5 hereof, all of such Pledgor's rights under
     any limited liability company agreement or operating agreement or at law to
     exercise and enforce every right, power, remedy, authority, option and
     privilege of such Pledgor relating to any Limited Liability Company
     Interest (except any rights as managing member of a limited liability
     company which is not a Wholly-Owned Subsidiary, to the extent the
     applicable limited liability company agreement or operating agreement
     prohibits a pledge of such rights), including any power to terminate,
     cancel or modify any limited liability company agreement or operating
     agreement, to execute any instruments and to take any and all other action
     on behalf of and in the name of such Pledgor in respect of such Limited
     Liability Company Interest and any Pledged Limited Liability Company, to
     make determinations, to exercise any election (including, but not limited
     to, election of remedies) or option or to give or receive any notice,
     consent, amendment, waiver or approval, together with full power and
     authority to demand, receive, enforce, collect or receipt for any of the
     foregoing or for any Limited Liability Company Assets, to enforce or
     execute any checks, or other instruments or orders, to file any claims and
     to take any action in connection with any of the foregoing;

          (F)  all other property hereafter delivered in substitution for or in
     addition to any of the foregoing, all certificates and instruments
     representing or evidencing such other property and all cash, securities,
     interest, dividends, rights and other property at any time and from time to
     time received, receivable or otherwise distributed in respect of or in
     exchange for any or all of the foregoing; and

          (G)  to the extent not otherwise included, all proceeds of any or all
     of the foregoing;

and (v) transfers and assigns to the Pledgee such Pledgor's Partnership
Interests (and delivers any certificates or instruments evidencing such
partnership interests, duly endorsed in blank) and all of such Pledgor's right,
title and interest in each Pledged Partnership including, without limitation:

                                      -8-


          (A)  all of the capital thereof and its interest in all profits,
     losses, Partnership Assets (as defined below) and other distributions to
     which such Pledgor shall at any time be entitled in respect of any such
     Partnership Interests;

          (B)  all other payments due or to become due to such Pledgor in
     respect of any such Partnership Interests, whether under any partnership
     agreement or otherwise, whether as contractual obligations, damages,
     insurance proceeds or otherwise;

          (C)  all of its claims, rights, powers, privileges, authority,
     options, security interests, liens and remedies, if any, under any
     partnership or other agreement or at law or otherwise in respect of any
     such Partnership Interests (except any rights as general partner of a
     limited partnership which is not a Wholly-Owned Subsidiary, to the extent
     the applicable partnership agreement prohibits a pledge of such rights);

          (D)  all present and future claims, if any, of such Pledgor against
     any Pledged Partnership for moneys loaned or advanced, for services
     rendered or otherwise;

          (E)  subject to Section 5 hereof, all of such Pledgor's rights under
     any partnership agreement or at law to exercise and enforce every right,
     power, remedy, authority, option and privilege of such Pledgor relating to
     any Partnership Interest (except any rights as general partner of a limited
     partnership which is not a Wholly-Owned Subsidiary, to the extent the
     applicable partnership agreement prohibits a pledge of such rights),
     including any power, if any, to terminate, cancel or modify any general or
     limited partnership agreement, to execute any instruments and to take any
     and all other action on behalf of and in the name of such Pledgor in
     respect of such Partnership Interest and any Pledged Partnership, to make
     determinations, to exercise any election (including, but not limited to,
     election of remedies) or option or to give or receive any notice, consent,
     amendment, waiver or approval, together with full power and authority to
     demand, receive, enforce, collect or receipt for any of the foregoing or
     for any Partnership Assets, to enforce or execute any checks, or other
     instruments or orders, to file any claims and to take any action in
     connection with any of the foregoing;

          (F)  all other property hereafter delivered in substitution for or in
     addition to any of the foregoing, all certificates and instruments
     representing or evidencing such other property and all cash, securities,
     interest, dividends, rights and other property at any time and from time to
     time received, receivable or otherwise distributed in respect of or in
     exchange for any or all thereof; and

          (G)  to the extent not otherwise included, all proceeds of any or all
     of the foregoing.

          (b)  As used herein, the term "Limited Liability Company Assets" shall
mean all assets, whether tangible or intangible and whether real, personal or
mixed (including, without limitation, all limited liability company capital and
interests in other limited liability companies), at any time owned by any
Pledged Limited Liability Company.

          (c)  As used herein, the term "Partnership Assets" shall mean all
assets, whether tangible or intangible and whether real, personal or mixed
(including, without limitation, all

                                      -9-


partnership capital and interests in other partnerships), at any time owned by
any Pledged Partnership.

          3.2. Subsequently Acquired Securities.  Subject to Section 2(c)
               --------------------------------
hereof, if any Pledgor shall acquire (by purchase, stock dividend or otherwise)
any additional Securities at any time or from time to time after the date
hereof, such Securities shall automatically (and without any further action
being required to be taken) be subject to the pledge and security interests
created pursuant to Section 3.1(a) hereof and, furthermore, such Pledgor will
forthwith deliver and deposit such Securities (or any certificates or
instruments representing such Securities) as security with the Pledgee and
deliver to the Pledgee all certificates therefor or instruments thereof, if any,
accompanied by undated stock powers duly executed in blank in the case of
certificated Stock, Limited Liability Company Interests or Partnership Interests
or such other instruments of transfer as are reasonably acceptable to the
Pledgee, and will promptly thereafter deliver to the Pledgee a certificate
executed by any Authorized Officer of such Pledgor describing such Securities
and certifying that the same have been duly pledged with the Pledgee hereunder.
Subject to the last sentence of Section 2(a) hereof, any pledge of Voting Stock
of any Foreign Corporation shall be subject to the provisions of part (A) of the
proviso to clause (i)(y) of Section 2(a) hereof.

          3.3. Uncertificated Securities.  If any Securities (whether now owned
               -------------------------
or hereafter acquired) are uncertificated securities, the respective Pledgor
shall promptly notify the Pledgee thereof, and shall promptly take all actions
required to perfect the security interest of the Pledgee under applicable law
(including, in any event, under Sections 8-106 and 9-115 of the New York UCC, if
applicable).  Each Pledgor further agrees to take such actions as the Pledgee
deems reasonably necessary or desirable to effect the foregoing and to permit
the Pledgee to exercise any of its rights and remedies hereunder, and agrees to
provide an opinion of counsel reasonably satisfactory to the Pledgee with
respect to any such pledge of uncertificated Securities promptly upon request of
the Pledgee.

          4.   APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC.  The Pledgee shall
have the right to appoint one or more sub-agents for the purpose of retaining
physical possession of any Pledged Securities that are represented by
certificates, which may be held (in the discretion of the Pledgee) in the name
of such Pledgor, endorsed or assigned in blank or in favor of the Pledgee or any
nominee or nominees of the Pledgee or a sub-agent appointed by the Pledgee.  The
Pledgee agrees to promptly notify the relevant Pledgor after the appointment of
any sub-agent; provided, however, that the failure to give such notice shall not
               --------  -------
affect the validity of such appointment.

          5.   VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until an
Event of Default shall have occurred and be continuing, each Pledgor shall be
entitled to (i) exercise any and all voting and other consensual rights
pertaining to the Pledged Stock and to give all consents, waivers or
ratifications in respect thereof and (ii) exercise any and all voting, consent,
administration, management and other rights and remedies under (x) any limited
liability company agreement or operating agreement or otherwise with respect to
the Pledged Limited Liability Interests of such Pledgor and (y) any partnership
agreement or otherwise with respect to the Pledged Partnership Interests of such
Pledgor, in each case together with all other rights assigned pursuant to
Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, that no vote shall be
                                                --------
cast or any consent, waiver or ratification given or any other action taken
which would violate

                                      -10-


or be inconsistent with any of the terms of this Agreement or any other Secured
Debt Agreement (as hereinafter defined), or which would have the effect of
impairing the rights, priorities or remedies of the Pledgee or any other Secured
Creditor under this Agreement or any other Secured Debt Agreement. All such
rights of such Pledgor to vote and to give consents, waivers and ratification's
shall cease in case an Event of Default shall occur and be continuing, and
Section 7 hereof shall become applicable.

          6.   DIVIDENDS AND OTHER DISTRIBUTIONS.  Unless an Event of Default
shall have occurred and be continuing and subject to the terms of the Secured
Debt Agreements, all cash dividends and other cash distributions payable in
respect of the Pledged Securities shall be paid to the respective Pledgor;
provided, that all cash dividends and other cash distributions payable in
--------
respect of any Pledged Security which represent in whole or in part an
extraordinary, liquidating or other distribution in return of capital shall be
paid to the Pledgee and retained by it as part of the Collateral (except as
otherwise permitted to be retained or distributed by such Pledgor pursuant to
the respective Secured Debt Agreements).  The Pledgee shall also be entitled to
receive directly (with all necessary endorsements), and to retain as part of the
Collateral:

          (i)    all other or additional stock or other securities or property
     (other than cash) paid or distributed by way of dividend or otherwise in
     respect of the Pledged Stock, Pledged Limited Liability Company Interests
     and Pledged Partnership Interests;

          (ii)   all other or additional stock or other securities or property
     (including cash) paid or distributed in respect of the Pledged Stock,
     Pledged Limited Liability Company Interests or Pledged Partnership
     Interests by way of stock-split, spin-off, split-up, reclassification,
     combination of shares or similar rearrangement or in connection with a
     reduction of capital, capital surplus or paid-in surplus; and

          (iii)  except as provided in the Secured Debt Agreements, all other
     or additional stock or other securities or property (including cash) which
     may be paid in respect of the Collateral by reason of any consolidation,
     merger, exchange of stock, conveyance of assets, partial or total
     liquidation or similar corporate reorganization.

Nothing contained in this Section 6 shall limit or restrict in any way the
Pledgee's right to receive proceeds of the Collateral in any form in accordance
with Section 3 of this Agreement.  All dividends, distributions or other
payments which are received by the Pledgor contrary to the provisions of this
Section 6 and Section 7 below shall be received in trust for the benefit of the
Pledgee, shall be segregated from other property or funds of the Pledgor and
shall be forthwith paid over to the Pledgee as Collateral in the same form as so
received (with any necessary endorsement).

          7.   REMEDIES IN CASE OF EVENT OF DEFAULT. In case an Event of Default
shall have occurred and be continuing, the Pledgee shall be entitled to exercise
all of its rights, powers and remedies (whether vested in it by this Agreement,
by any other Credit Document, by any HMH Note Document, by any Senior Note
Document or, to the extent then in effect and secured hereby, any Interest Rate
Protection Agreement or Other Hedging Agreement or any Additional Debt Document
(with all of the Documents listed above being herein collectively called the
"Secured Debt Agreements") or by law) for the protection and enforcement of its
rights in respect of the Collateral, and the Pledgee shall be entitled to
exercise all the rights and remedies of a secured party under the UCC and also
shall be entitled, without

                                      -11-


limitation, to exercise the following rights, which each Pledgor hereby agrees
to be commercially reasonable:

          (i)    to receive all amounts payable in respect of the Collateral
     otherwise payable to such Pledgor under Section 6 hereof;

          (ii)   to transfer all or any part of the Pledged Securities into the
     Pledgee's name or the name of its nominee or nominees;

          (iii)  to vote all or any part of the Pledged Stock, Pledged Limited
     Liability Company Interests or Pledged Partnership Interests (whether or
     not transferred into the name of the Pledgee) and give all consents,
     waivers and ratifications in respect of the Collateral and otherwise act
     with respect thereto as though it were the outright owner thereof; and

          (iv)   at any time or from time to time to sell, assign and deliver,
     or grant options to purchase, all or any part of the Collateral, or any
     interest therein, at any public or private sale, without demand of
     performance, advertisement or notice of intention to sell or of the time or
     place of sale or adjournment thereof or to redeem or otherwise (all of
     which are hereby waived by each Pledgor), for cash, on credit or for other
     property, for immediate or future delivery without any assumption of credit
     risk, and for such price or prices and on such terms as the Pledgee in its
     absolute discretion may determine; provided, that at least 10 Business
                                        --------
     Days' notice of the time and place of any such sale shall be given to such
     Pledgor.  Each Pledgor hereby waives and releases to the fullest extent
     permitted by law any right or equity of redemption with respect to the
     Collateral, whether before or after sale hereunder, and all rights, if any,
     of marshalling the Collateral and any other security for the Obligations or
     otherwise.  At any such sale, unless prohibited by applicable law, the
     Pledgee on behalf of the Secured Creditors may bid for and purchase all or
     any part of the Collateral so sold free from any such right or equity of
     redemption.  Each purchaser at any such sale shall hold the property sold
     absolutely free from any claim or right on the part of any Pledgor, and
     each Pledgor hereby waives (to the extent permitted by law) all rights of
     redemption, stay and/or appraisal which it now has or may at any time in
     the future have under any rule of law or statute now existing or hereafter
     enacted. The Pledgee may adjourn any public or private sale from time to
     time by announcement at the time and place fixed therefor, and such sale
     may, without further notice, be made at the time and place to which it was
     so adjourned.  Each Pledgor hereby waives any claims against the Pledgee
     arising by reason of the fact that the price at which any Collateral may
     have been sold at such a private sale was less than the price which might
     have been obtained at a public sale, even if the Pledgee accepts the first
     offer received and does not offer such Collateral to more than one offeree.
     If the proceeds of any sale or other disposition of the Collateral are
     insufficient to pay all the Obligations, the Pledgors shall be liable for
     the deficiency and the fees of any attorneys employed by the Pledgee to
     collect such deficiency.  Neither the Pledgee nor any other Secured
     Creditor shall be liable for failure to collect or realize upon any or all
     of the Collateral or for any delay in so doing nor shall any of them be
     under any obligation to take any action whatsoever with regard thereto.

                                      -12-


          8.   REMEDIES, ETC., CUMULATIVE.  Each right, power and remedy of the
Pledgee provided for in this Agreement or in any other Secured Debt Agreement or
now or hereafter existing at law or in equity or by statute shall be cumulative
and concurrent and shall be in addition to every other such right, power or
remedy.  The exercise or beginning of the exercise by the Pledgee or any other
Secured Creditor of any one or more of the rights, powers or remedies provided
for in this Agreement or in any other Secured Debt Agreement or now or hereafter
existing at law or in equity or by statute or otherwise shall not preclude the
simultaneous or later exercise by the Pledgee or any other Secured Creditor of
all such other rights, powers or remedies, and no failure or delay on the part
of the Pledgee or any other Secured Creditor to exercise any such right, power
or remedy shall operate as a waiver thereof.  The Secured Creditors agree that
this Agreement may be enforced only by the Pledgee acting upon the instructions
of the Required Secured Creditors (as defined in Annex G hereto) and that no
other Secured Creditor shall have any right individually to seek to enforce or
to enforce this Agreement or to realize upon the security to be granted hereby,
it being understood and agreed that such rights and remedies may be exercised by
the Pledgee for the benefit of the Secured Creditors upon the terms of this
Agreement.

          9.   APPLICATION OF PROCEEDS. (a) All moneys collected by the Pledgee
upon any sale or other disposition of the Collateral of each Pledgor, together
with all other moneys received by the Pledgee hereunder, shall be applied as
follows:

          (i)    first, to the payment of all Obligations owing to the Pledgee
     of the type provided in clauses (vi), (vii) and (viii) of the definition of
     Obligations in Section 1 hereof;

          (ii)   second, to the extent proceeds remain after the application
     pursuant to the preceding clause (i), an amount equal to the outstanding
     Primary Obligations (as hereinafter defined) shall be paid to the Secured
     Creditors as provided in Section 9(e) hereof, with each Secured Creditor
     receiving an amount equal to its outstanding Primary Obligations of such
     Pledgor or, if the proceeds are insufficient to pay in full all such
     Primary Obligations, its Pro Rata Share (as hereinafter defined) of the
     amount remaining to be distributed;

          (iii)  third, to the extent proceeds remain after the application
     pursuant to the preceding clauses (i) and (ii), an amount equal to the
     outstanding Secondary Obligations (as hereinafter defined) shall be paid to
     the Secured Creditors as provided in Section 9(e) hereof, with each Secured
     Creditor receiving an amount equal to its outstanding Secondary Obligations
     of such Pledgor or, if the proceeds are insufficient to pay in full all
     such Secondary Obligations, its Pro Rata Share of the amount remaining to
     be distributed; and

          (iv)   fourth, to the extent proceeds remain after the application
     pursuant to the preceding clauses (i) through (iii), inclusive, and
     following the termination of this Agreement pursuant to Section 18 hereof,
     to the relevant Pledgor or to whomever may be lawfully entitled to receive
     such surplus.

          (b)  For purposes of this Agreement (x) "Pro Rata Share" shall mean,
when calculating a Secured Creditor's portion of any distribution or amount,
that amount (expressed as a percentage) equal to a fraction the numerator of
which is the then unpaid amount of such

                                      -13-


Secured Creditor's Primary Obligations or Secondary Obligations, as the case may
be, and the denominator of which is the then outstanding amount of all Primary
Obligations or Secondary Obligations, as the case may be, (y) "Primary
Obligations" shall mean (i) in the case of the Credit Document Obligations, all
Obligations arising out of or in connection with (including, without limitation,
as obligor or guarantor, as the case may be) the principal of, and interest on,
all Loans, all unreimbursed drawings or payments in respect of any letters of
credit (together with all interest accrued thereon), and the aggregate stated
amounts of all letters of credit issued under the Credit Agreement, and all
regularly accruing fees, (ii) in the case of the HMH Note Obligations, all
Obligations secured hereby arising out of or in connection with (including,
without limitation, as obligor or guarantor, as the case may be) the principal
of, and interest on, the HMH Notes, and all regularly accruing fees, (iii) in
the case of the Senior Note Obligations, all Obligations secured hereby arising
out of or in connection with (including, without limitation, as obligor or
guarantor, as the case may be) the principal of, and interest on, the Senior
Notes, and all regularly accruing fees, (iv) in the case of the Additional Debt
Obligations, all Obligations secured hereby arising out of or in connection with
(including, without limitation, as obligor or guarantor, as the case may be) the
principal of, and interest on, the Additional Debt, and all regularly accruing
fees, and (v) in the case of the Other Obligations, all Obligations arising out
of or in connection with (including, without limitation, as a direct obligor or
a guarantor, as the case may be) Interest Rate Protection Agreements or Other
Hedging Agreements secured hereby (other than indemnities, fees (including,
without limitation, attorneys' fees) and similar obligations and liabilities),
and (z) "Secondary Obligations" shall mean all Obligations of such Pledgor
secured hereby other than Primary Obligations.

          (c)  When payments to Secured Creditors are based upon their
respective Pro Rata Shares, the amounts received by such Secured Creditors
hereunder shall be deemed to be applied (for purposes of making determinations
under this Section 9 only) (i) first, to the Primary Obligations and (ii)
second, to the Secondary Obligations.

          (d)  If the Bank Creditors are to receive a distribution in accordance
with the procedures set forth above in this Section 9 on account of undrawn
amounts with respect to letters of credit issued under the Credit Agreement,
such amounts shall be paid to the Administrative Agent under the Credit
Agreement and held by it, for the equal and ratable benefit of the Bank
Creditors as such.  If any amounts are held as cash security pursuant to the
immediately preceding sentence, then upon the termination of all outstanding
letters of credit, and after the application of all such cash security to the
repayment of all Obligations owing to the Bank Creditors after giving effect to
the termination of all such letters of credit, if there remains any excess cash,
such excess cash shall be returned by the Administrative Agent to the Pledgee
for distribution in accordance with Section 9(a) hereof.

          (e)  Except as set forth in Section 9(d) hereof, all payments required
to be made hereunder shall be made (i) if to the Bank Creditors, to the
Administrative Agent under the Credit Agreement for the account of the Bank
Creditors, and (ii) if to any other Secured Creditors (other than the Pledgee),
to the trustee, paying agent or other similar representative (each a
"Representative") for such Secured Creditors or, in the absence of such a
Representative, directly to the other Secured Creditors.

          (f)  For purposes of applying payments received in accordance with
this Section 9, the Pledgee shall be entitled to rely upon (i) the
Administrative Agent under the Credit

                                      -14-


Agreement and (ii) the Representative for any other Secured Creditors or, in the
absence of such a Representative, upon the respective Secured Creditors for a
determination (which the Administrative Agent, each Representative for any other
Secured Creditors and the Secured Creditors agree (or shall agree) to provide
upon request of the Pledgee) of the outstanding Primary Obligations and
Secondary Obligations owed to the Secured Creditors. Unless it has actual
knowledge (including by way of written notice from a Representative for any
Secured Creditor or directly from a Secured Creditor) to the contrary, the
Pledgee, in acting hereunder, shall be entitled to assume that no Interest Rate
Protection Agreements or Other Hedging Agreements are in existence.

          (g)  It is understood and agreed that each Pledgor shall remain liable
to the extent of any deficiency between the amount of the proceeds of the
Collateral pledged by it hereunder and the aggregate amount of the Obligations
of such Pledgor.

          10.  PURCHASERS OF COLLATERAL.  Upon any sale of the Collateral by the
Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), the receipt of the Pledgee or the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Pledgee or such officer or be answerable in any way for the
misapplication or nonapplication thereof.

          11.  INDEMNITY.  Each Pledgor jointly and severally agrees (i) to
indemnify and hold harmless the Pledgee in such capacity, each Representative of
a Secured Creditor in its capacity as such and each other Secured Creditor that
is an indemnitor under Section 6 of Annex G hereto from and against any and all
claims, demands, losses, judgments and liabilities of whatsoever kind or nature,
and (ii) to reimburse the Pledgee in such capacity, each Representative of a
Secured Creditor in its capacity as such and each other Secured Creditor that is
an indemnitor under Section 6 of Annex G hereto for all reasonable costs and
expenses, including reasonable attorneys' fees, in each case to the extent
growing out of or resulting from the exercise by the Pledgee of any right or
remedy granted to it hereunder except, with respect to clauses (i) and (ii)
above, to the extent arising from the Pledgee's or such other Secured Creditor's
gross negligence or willful misconduct.  In no event shall the Pledgee be
liable, in the absence of gross negligence or willful misconduct on its part,
for any matter or thing in connection with this Agreement other than to account
for moneys actually received by it in accordance with the terms hereof.  If and
to the extent that the obligations of the Pledgors under this Section 11 are
unenforceable for any reason, each Pledgor hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations which is
permissible under applicable law.

          12.  FURTHER ASSURANCES; POWER OF ATTORNEY.  (a)  Each Pledgor agrees
that it will join with the Pledgee in executing and, at such Pledgor's own
expense, file and refile under the applicable UCC or such other law such
financing statements, continuation statements and other documents in such
offices as the Pledgee may reasonably deem necessary or appropriate and wherever
required or permitted by law in order to perfect and preserve the Pledgee's
security interest in the Collateral and hereby authorizes the Pledgee to file
financing statements and amendments thereto relative to all or any part of the
Collateral without the signature of such Pledgor where permitted by law, and
agrees to do such further acts and things and to execute and deliver to the
Pledgee such additional conveyances, assignments, agreements and

                                      -15-


instruments as the Pledgee may reasonably deem necessary or advisable to carry
into effect the purposes of this Agreement or to further assure and confirm unto
the Pledgee its rights, powers and remedies hereunder.

          (b)  Each Pledgor hereby appoints the Pledgee such Pledgor's attorney-
in-fact, with full authority in the place and stead of such Pledgor and in the
name of such Pledgor or otherwise, to act from time to time after the occurrence
and during the continuance of an Event of Default in the Pledgee's reasonable
discretion to take any action and to execute any instrument which the Pledgee
may deem necessary or advisable to accomplish the purposes of this Section 12.

          13.  THE PLEDGEE AS AGENT.  The Pledgee will hold in accordance with
this Agreement all items of the Collateral at any time received under this
Agreement.  It is expressly understood and agreed that the obligations of the
Pledgee as holder of the Collateral and interests therein and with respect to
the disposition thereof, and otherwise under this Agreement, are only those
expressly set forth in this Agreement.  The Pledgee shall act hereunder on the
terms and conditions set forth herein and in Annex G hereto, the terms of which
shall be deemed incorporated herein by reference as fully as if same were set
forth herein in their entirety.

          14.  TRANSFER BY PLEDGORS.  No Pledgor will sell or otherwise dispose
of, grant any option with respect to, or mortgage, pledge or otherwise encumber
any of the Collateral or any interest therein (except in accordance with the
terms of this Agreement and as permitted by the terms of the Secured Debt
Agreements).

          15.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) Each
Pledgor represents, warrants and covenants that:

          (i)    it is the legal, record and beneficial owner of, and has good
     title to, all Pledged Securities purported to be owned by such Pledgor
     (including as shown on Annexes A, B and C hereof), subject to no Lien,
     except the Liens created by this Agreement;

          (ii)   it has full power, authority and legal right to pledge all the
     Pledged Securities;

          (iii)  this Agreement has been duly authorized, executed and
     delivered by such Pledgor and constitutes the legal, valid and binding
     obligation of such Pledgor enforceable in accordance with its terms, except
     to the extent that the enforceability hereof may be limited by applicable
     bankruptcy, insolvency, reorganization, moratorium or other similar laws
     affecting creditors' rights generally and by equitable principles
     (regardless of whether enforcement is sought in equity or at law);

          (iv)   no consent of any other party (including, without limitation,
     any stockholder or creditor of such Pledgor or any of its Subsidiaries and
     any other partners or members of such Pledgor's partnerships or limited
     liability companies) and no consent, license, permit, approval or
     authorization of, exemption by, notice or report to, or registration,
     filing (except any filings required under the UCC, which filings have been
     made) or declaration with, any governmental authority is required to be
     obtained by such Pledgor in connection with the execution, delivery or
     performance of this Agreement, or in connection with the exercise of its
     rights and remedies pursuant to this Agreement, in each case except those
     which have been obtained or made or as may be required by laws

                                      -16-


     affecting the offer and sale of securities generally in connection with the
     exercise by the Pledgee of certain of its remedies hereunder;

          (v)    the execution, delivery and performance of this Agreement by
     such Pledgor does not violate any provision of any applicable law or
     regulation or of any order, judgment, writ, award or decree of any court,
     arbitrator or governmental authority, domestic or foreign, or of the
     certificate of incorporation or by-laws (or analogous organizational
     documents) of such Pledgor or of any securities issued by such Pledgor or
     any of its Subsidiaries, or of any mortgage, indenture, lease, deed of
     trust, credit agreement or loan agreement, or any other material agreement,
     contract or instrument to which such Pledgor or any of its Subsidiaries is
     a party or which purports to be binding upon such Pledgor or any of its
     Subsidiaries or upon any of their respective assets and will not result in
     the creation or imposition (or the obligation to create or impose) of any
     lien or encumbrance on any of the assets of such Pledgor or any of its
     Subsidiaries except as contemplated by this Agreement;

          (vi)   all the shares of Stock have been duly and validly issued, are
     fully paid and nonassessable and subject to no options to purchase or
     similar rights;

          (vii)  the pledge, assignment and delivery (which delivery has been
     made) to the Pledgee of the Pledged Stock creates a valid and perfected
     first priority security interest in such Stock, subject to no prior lien or
     encumbrance or to any agreement purporting to grant to any third party
     (except the Secured Creditors) a lien or encumbrance on the property or
     assets of such Pledgor which would include the Securities;

          (viii) each Pledged Partnership Interest and each Pledged Limited
     Liability Company Interest has been validly acquired and is fully paid for
     (to the extent applicable) and is duly and validly pledged hereunder;

          (ix)   each partnership agreement and each limited liability company
     or operating agreement is the legal, valid and binding obligation of the
     applicable Pledgor, enforceable in accordance with its terms;

          (x)    no Pledgor is in default in the payment of any portion of any
     mandatory capital contribution, if any, required to be made under any
     general or limited partnership agreement or any limited liability company
     or operating agreement to which such Pledgor is a party, and no Pledgor is
     in violation of any other material provisions of any partnership agreement
     or any limited liability company or operating agreement to which such
     Pledgor is a party, or is otherwise in default or violation thereunder in
     any material respect;

          (xi)   the pledge and assignment of the Pledged Partnership Interests
     and/or Pledged Limited Liability Company Interests pursuant to this
     Agreement, together with the relevant filings or recordings under the UCC
     (or other steps described in any applicable version of the UCC) (which
     filings, recordings or other steps have been made), create a valid
     perfected and continuing first priority security interest in such
     Partnership Interests and/or Limited Liability Company Interests and the
     proceeds thereof, subject to no prior lien or encumbrance or to any
     agreement purporting to grant to any third party

                                      -17-


     (except the Secured Creditors) a lien or encumbrance on the property or
     assets of such Pledgee or which would include the Securities;

          (xii)  there are no currently effective financing statements under
     the UCC covering property which is now or hereafter may be included in the
     Collateral and such Pledgor will not, without the prior written consent of
     the Pledgee, execute and, until the Termination Date (as hereinafter
     defined), there will not ever be on file in any public office any
     enforceable financing statement or statements covering any or all of the
     Collateral, except financing statements filed or to be filed in favor of
     the Pledgee as secured party;

          (xiii) each Pledgor shall give the Pledgee prompt notice of any
     written claim it receives relating to the Collateral; and

          (xiv)  each Pledgor shall deliver to the Pledgee a copy of each other
     demand, notice or document received by it which may adversely affect the
     Pledgee's interest in the Collateral promptly upon, but in any event within
     10 days after, such Pledgor's receipt thereof.

          Each Pledgor covenants and agrees that it will defend the Pledgee's
right, title and security interest in and to the Collateral and the proceeds
thereof against the claims and demands of all persons whomsoever; and such
Pledgor covenants and agrees that it will have like title to and right to pledge
any other property at any time hereafter pledged to the Pledgee as Collateral
hereunder and will likewise defend the right thereto and security interest
therein of the Pledgee and the other Secured Creditors.

          (b)  Each Pledgor hereby further represents, warrants and covenants
that as of the date hereof, the chief executive office of such Pledgor is
located at the address indicated on Annex F hereto for such Pledgor.  Such
Pledgor will not move its chief executive office except to such new location as
such Pledgor may establish in accordance with the last sentence of this Section
15(b).  No Pledgor shall establish new locations for such offices until (i) it
shall have given to the Pledgee prior written notice of its intention to do so,
clearly describing such new location and providing such other information in
connection therewith as the Pledgee may reasonably request, (ii) it shall have
delivered to the Pledgee a written supplement to Annex F hereto in the form of
Annex H-1 hereto as provided in clause (c) below showing the new location of its
chief executive office and (iii) with respect to such new location, it shall
have taken all action, reasonably satisfactory to the Pledgee, to maintain all
security interest of the Pledgee in the Collateral intended to be granted hereby
at all times fully perfected and in full force and effect.

          (c)  Without in any way limiting Section 3.2 hereof, at any time and
from time to time that any Pledgor (x) determines that the information with
respect to it contained on Annex A, B, C and/or F, as the case may be, is
inaccurate or (y) acquires any additional Securities which have not already been
pledged hereunder and reflected on Annexes A through C, as appropriate, such
Pledgor shall deliver a supplement to this Agreement, substantially in the form
of Annex H-1 hereto (each a "Pledge and Security Agreement Supplement") adding
(or, in the case of any Securities released pursuant to Section 18 hereof,
deleting) such Securities to (from) Annexes A through C hereto, as appropriate.
The execution and delivery of any such supplement shall not require the consent
of any Pledgor hereunder. It is understood and agreed that the

                                      -18-


pledge and security interests granted hereunder shall apply to all Collateral as
provided in Section 3.1 hereof regardless of the failure of any Pledgor to
deliver, or any inaccurate information stated in, the Pledge and Security
Agreement Supplement as otherwise provided above.

          (d)  Each Pledgor hereby covenants and agrees that with respect to all
Partnership Interests or Limited Liability Company Interests, in each case
required to be pledged by it hereunder, such Pledgor will deliver to the
respective Pledged Partnerships or Pledged Limited Liability Companies, as the
case may be (with copies to the Pledgee) a notice (appropriately completed) in
the form of Annex D attached hereto (with such changes thereto as may be
acceptable to the Pledgee) and by this reference made a part hereof (each such
notice a "Partnership/LLC Notice") and such Pledgor will use its reasonable best
efforts to cause to be delivered to the Pledgee an acknowledgment in the form
set forth as Annex E attached hereto  (with such changes thereto as may be
acceptable to the Pledgee) (each such acknowledgment, a "Pledge
Acknowledgment"), duly executed by the relevant Pledged Partnership and/or
Pledged Limited Liability Company, as the case may be, in each case within
forty-five days following the date of any pledge of any Pledged Partnership
Interests or Pledged Limited Liability Company Interests hereunder.

          16.  PLEDGORS' OBLIGATIONS ABSOLUTE, ETC.  The obligations of each
Pledgor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation:  (i) any renewal,
extension, amendment or modification of or addition or supplement to or deletion
from any Secured Debt Agreement or any other instrument or agreement referred to
therein, or any assignment or transfer of any thereof; (ii) any waiver, consent,
extension, indulgence or other action or inaction under or in respect of any
such agreement or instrument or this Agreement; (iii) any furnishing of any
additional security to the Pledgee or its assignee or any acceptance thereof or
any release of any security by the Pledgee or its assignee; (iv) any limitation
on any party's liability or obligations under any such instrument or agreement
or any invalidity or unenforceability, in whole or in part, of any such
instrument or agreement or any term thereof; (v) any limitation on any other
Pledgor's liability or obligations under this Agreement or under any other
Secured Debt Agreement or any invalidity or unenforceability, in whole or in
part, of this Agreement or any other Secured Debt Agreement or any term thereof;
or (vi) any bankruptcy, insolvency, reorganization, composition, adjustment,
dissolution, liquidation or other like proceeding relating to such Pledgor or
any Subsidiary of such Pledgor, or any action taken with respect to this
Agreement by any trustee or receiver, or by any court, in any such proceeding,
whether or not such Pledgor shall have notice or knowledge of any of the
foregoing.

          17.  REGISTRATION, ETC.  If at any time when the Pledgee shall
determine to exercise its right to sell all or any part of the Pledged
Securities pursuant to Section 7 hereof, such Pledged Securities or the part
thereof to be sold shall not, for any reason whatsoever, be effectively
registered under the Securities Act, as then in effect, the Pledgee may, in its
sole and absolute discretion, sell such Pledged Securities or part thereof by
private sale in such manner and under such circumstances as the Pledgee may deem
necessary or advisable in order that such sale may legally be effected without
such registration; provided, that at least 10 Business Days' notice of the time
                   --------
and place of any such sale shall be given to such Pledgor.  Without limiting the

                                      -19-


generality of the foregoing, in any such event the Pledgee, in its sole and
absolute discretion: (i) may proceed to make such private sale notwithstanding
that a registration statement for the purpose of registering such Pledged
Securities or part thereof shall have been filed under such Securities Act; (ii)
may approach and negotiate with a single possible purchaser to effect such sale;
and (iii) may restrict such sale to a purchaser who will represent and agree
that such purchaser is purchasing for its own account, for investment, and not
with a view to the distribution or sale of such Pledged Securities or part
thereof. In the event of any such sale, the Pledgee shall incur no
responsibility or liability for selling all or any part of the Pledged
Securities at a price which the Pledgee, in its sole and absolute discretion,
may in good faith deem reasonable under the circumstances, notwithstanding the
possibility that a substantially higher price might be realized if the sale were
deferred until after registration as aforesaid.

          18.  TERMINATION, RELEASE. (a) After the Termination Date (as defined
below), this Agreement shall terminate (provided that all indemnities set forth
herein including, without limitation, in Section 11 hereof shall survive any
such termination) and the Pledgee, at the request and expense of the respective
Pledgor, will promptly execute and deliver to such Pledgor a proper instrument
or instruments acknowledging the satisfaction and termination of this Agreement,
and will duly assign, transfer and deliver to such Pledgor (without recourse and
without any representation or warranty) such of the Collateral as may be in the
possession of the Pledgee and as has not theretofore been sold or otherwise
applied or released pursuant to this Agreement. As used in this Agreement,
"Termination Date" shall mean the earlier of (i) the date upon which the Total
Commitment and all Interest Rate Protection Agreements and Other Hedging
Agreements have been terminated, no Note under the Credit Agreement is
outstanding and all other Credit Document Obligations (excluding normal
continuing indemnity obligations which survive in accordance with their terms,
so long as no amounts are then due and payable in respect thereof) have been
indefeasibly paid in full (provided the terms of the other Secured Debt
Agreements do not otherwise prohibit the termination hereof), and (ii) the date
upon which the Credit Documents are amended to release all Collateral subject to
this Agreement.

          (b)  In the event that any part of the Collateral is sold (other than
to any Credit Party) in connection with a sale permitted by the Secured Debt
Agreements or is otherwise released in accordance with the terms of Section
7.16(a)(B) of the Credit Agreement or at the direction of the Required Secured
Creditors (and, to the extent required by the Credit Agreement, all of the
Banks)), the Pledgee, at the request and expense of such Pledgor will promptly
execute and deliver to such Pledgor a proper instrument or instruments
acknowledging such release, and will duly assign, transfer and deliver to such
Pledgor (without recourse and without any representation or warranty) such of
the Collateral as is then being (or has been) so sold, distributed or released
and as may be in possession of the Pledgee and has not theretofore been released
pursuant to this Agreement.  Any proceeds of Collateral sold as contemplated by
the immediately preceding sentence shall be applied in accordance with, and to
the extent required by, the requirements of the applicable Secured Debt
Agreements.

          (c)  At any time that a Pledgor desires that Collateral be released as
provided in the foregoing Section 18(a) or (b), it shall deliver to the Pledgee
a certificate signed by an Authorized Officer of such Pledgor stating that the
release of the respective Collateral is permitted pursuant to Section 18(a) or
(b), and the Pledgee shall be entitled (but not required) to conclusively rely
thereon.

                                      -20-


         19. NOTICES, ETC.  Except as otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be deemed to have been given or made when delivered to the party to
which such notice, request, demand or other communication is required or
permitted to be given or made under this Agreement, addressed as follows:

         (a) if to any Pledgor, at:

               10400 Fernwood Road
               Bethesda, Maryland  20817
               Attention:  General Counsel,
               Asset Management, Dept. 923
               Facsimile No.:  (301) 380-3588

         (b) if to the Pledgee, at:

               Bankers Trust Company
               130 Liberty Street
               New York, New York  10006
               Attention:  Laura S. Burwick
               Telephone No.:  (212) 250-2568
               Telecopier No.:  (212) 669-0743

         (c) if to any Bank Creditor (other than the Pledgee), (x) to the
     Administrative Agent, at the address of the Administrative Agent specified
     in the Credit Agreement or (y) at such address as such Bank Creditor shall
     have specified in the Credit Agreement;

         (d) if to any other Secured Creditor, (x) to the Representative for
     such Secured Creditor or (y) if there is no such Representative, at such
     address as such Secured Creditor shall have specified in writing to each
     Pledgor and the Pledgee;

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.

         20. WAIVER; AMENDMENT.  None of the terms and conditions of this
Agreement may be changed, waived, modified or varied in any manner whatsoever
unless in writing duly signed by each Pledgor directly affected thereby (it
being understood that additional Pledgors may be added as parties hereto from
time to time in accordance with Section 22 hereof and Pledgors may be released
as parties hereto in accordance with Sections 18 and 21 hereof and that no
consent of any other Pledgor or of the Secured Creditors shall be required in
connection therewith) and the Pledgee (with the written consent of (x) the
Required Banks (or all the Banks if required by Section 12.12 of the Credit
Agreement) at all times prior to the time at which all Credit Document
Obligations have been paid in full and all commitments pursuant to the Credit
Agreement have terminated (with such date being herein called the "Credit
Document Obligations Termination Date") and (y) thereafter, the holders of at
least a majority of the outstanding Other Obligations; provided, that (with
                                                       --------
respect to preceding clauses (x) and (y)) the Borrower certifies that any such
change, waiver, modification or variance is otherwise permitted by the terms of
the respective Secured Debt Agreements or, if not so permitted, that the
requisite consents therefor have been obtained (it being understood that the
terms of the Additional Debt

                                      -21-


Documents as same relate to amending or modifying this Agreement shall be
substantially as set forth in the Senior Note Indenture). Notwithstanding
anything to the contrary contained above, it is understood and agreed that the
Required Banks may agree to modifications to this Agreement for the purpose,
among other things, of securing additional extensions of credit (including,
without limitation, pursuant to the Credit Agreement or any refinancing or
extension thereof), with such changes not being subject to the proviso to the
immediately preceding sentence. Furthermore, the proviso to the second preceding
sentence shall not apply to any release of Collateral effected in accordance
with the requirements of Section 18 of this Agreement, or any other release of
Collateral or termination of this Agreement so long as the Borrower certifies
that such actions will not violate the terms of any Secured Debt Agreement then
in effect.

         21.  RELEASE OF PLEDGORS.  In the event that any Pledgor is permitted
to be released from this Agreement as, and to the extent, provided in Section
7.16(a)(B) of the Credit Agreement, such Pledgor  (so long as such Pledgor is
not the Borrower) shall be released from this Agreement and this Agreement
shall, as to such Pledgor only, have no further force or effect.

         22.  ADDITIONAL PLEDGORS.  Pursuant to Section 7.16 of the Credit
Agreement, certain Subsidiaries of Holdings or the Borrower may after the date
hereof be required to enter into this Agreement as a Pledgor.  Upon execution
and delivery, after the date hereof, by the Pledgee and such Subsidiary of an
instrument in the form of Annex H-2, such Subsidiary shall become a Pledgor
hereunder with the same force and effect as if originally named as a Pledgor
hereunder.  Each Subsidiary which is required to become a party to this
Agreement shall so execute and deliver a copy of Annex H-2 to the Pledgee and,
at such time, shall execute a Pledge and Security Agreement Supplement in the
form of Annex H-1 to this Agreement with respect to all Collateral of such
Pledgor required to be pledged hereunder, which Supplement shall be completed in
accordance with Annex H-1.  The execution and delivery of any such instrument
shall not require the consent of any other Pledgor hereunder.  Upon the
execution and delivery by the Pledgee and such Subsidiary of an instrument in
the form of Annex H-2 as provided above, it is understood and agreed that the
pledge and security interests hereunder shall apply to all Collateral of such
additional Pledgor as provided in Section 3.1 hereof regardless of any failure
of any additional Pledgor to deliver, or any inaccurate information stated in,
the Pledge and Security Agreement Supplement.

         23.  RECOURSE.  This Agreement is made with full recourse to the
Pledgors and pursuant to and upon all representations, warranties, covenants and
agreements on the part of the Pledgors contained herein and otherwise in writing
in connection herewith.

         24.  PLEDGEE NOT BOUND.  (a)  Nothing herein shall be construed to make
the Pledgee or any other Secured Creditor liable as a member of any limited
liability company or a partner of any partnership and the Pledgee or any other
Secured Creditor by virtue of this Agreement or otherwise (except as referred to
in the following sentence) shall not have any of the duties, obligations or
liabilities of a member of any limited liability company or partner of any
partnership.  The parties hereto expressly agree that, unless the Pledgee shall
become the absolute owner of the respective Pledged Limited Liability Company
Interest or Pledged Partnership Interest pursuant hereto, this Agreement shall
not be construed as creating a partnership or joint venture among the Pledgee,
any other Secured Creditor and/or any Pledgor.

                                      -22-


         (b)  Except as provided in the last sentence of paragraph (a) of this
Section 24, the Pledgee, by accepting this Agreement, did not intend to become a
member of any limited liability company or partner of any partnership or
otherwise be deemed to be a co-venturer with respect to any Pledgor or any
limited liability company or partnership either before or after an Event of
Default shall have occurred.  The Pledgee shall have only those powers set forth
herein and shall assume none of the duties, obligations or liabilities of a
member of any limited liability company or partnership or any Pledgor.

         (c)  The Pledgee shall not be obligated to perform or discharge any
obligation of any Pledgor as a result of the collateral assignment hereby
effected.

         (d)  The acceptance by the Pledgee of this Agreement, with all the
rights, powers, privileges and authority so created, shall not at any time or in
any event obligate the Pledgee to appear in or defend any action or proceeding
relating to the Collateral to which it is not a party, or to take any action
hereunder or thereunder, or to expend any money or incur any expenses or perform
or discharge any obligation, duty or liability under the Collateral.

         25.  CONTINUING PLEDGORS.  The rights and obligations of each Pledgor
(other than the respective released Pledgor in the case of following clause (y))
hereunder shall remain in full force and effect notwithstanding (x) the addition
of any new Pledgor as a party to this Agreement as contemplated by Section 22
hereof or otherwise and/or (y) the release of any Pledgor under this Agreement
as contemplated by Section 21 hereof or otherwise.

         26.  NO FRAUDULENT CONVEYANCE.  Each Pledgor hereby confirms that it is
its intention that this Agreement not constitute a fraudulent transfer or
conveyance for purposes of any bankruptcy, insolvency or similar law, the
Uniform Fraudulent Conveyance Act or any similar Federal, state or foreign law.
To effectuate the foregoing intention, each Pledgor hereby irrevocably agrees
that its obligations and liabilities hereunder shall be limited to the maximum
amount as will, after giving effect to such maximum amount and all other
(contingent or otherwise) liabilities of such Pledgor that are relevant under
such laws, result in the obligations and liabilities of such Pledgor hereunder
in respect of such maximum amount not constituting a fraudulent transfer or
conveyance.

         27.  MISCELLANEOUS.  This Agreement shall be binding upon the
successors and assigns of each Pledgor and shall inure to the benefit of and be
enforceable by the Pledgee and its successors and assigns; provided that no
Pledgor may assign any of its rights or obligations hereunder without the prior
written consent of the Pledgee (with the consent of the Required Banks and, if
required by Section 12.12 of the Credit Agreement, all Banks).  THIS AGREEMENT
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS).  The
headings in this Agreement are for purposes of reference only and shall not
limit or define the meaning hereof.  This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which
shall constitute one instrument.

                             *         *         *

                                      -23-


          IN WITNESS WHEREOF, each Pledgor has caused this Agreement to be duly
executed and delivered by its duly authorized officer on the date first above
written.

                                      HOST MARRIOTT CORPORATION,
                                        as a Pledgor

                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      HOST MARRIOTT, L.P.,
                                        as a Pledgor

                                      By: Host Marriott Corporation,
                                          its General Partner

                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      AIRPORT HOTELS LLC,
                                        as a Pledgor

                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP

                                      HOST OF HOUSTON 1979,
                                        as a Pledgor
                                      By: Airport Hotels LLC,
                                          its General Partner

                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP




                                      HOST OF HOUSTON, LTD.,
                                        as a Pledgor
                                      By: Airport Hotels LLC,
                                          its General Partner

                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP

                                      HOST OF BOSTON, LTD.,
                                        as a Pledgor
                                      By: Airport Hotels LLC,
                                          its General Partner

                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      CHESAPEAKE FINANCIAL SERVICES LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      CITY CENTER INTERSTATE
                                        PARTNERSHIP LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP



                                      HMC RETIREMENT PROPERTIES L.P.,
                                        as a Pledgor
                                      By: Durbin LLC,
                                          its General Partner


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      HMH MARINA LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      FARRELL'S ICE CREAM PARLOUR
                                        RESTAURANTS LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      HMC ATLANTA LLC,
                                        as a Pledgor

                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      HMC BURLINGAME LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP



                                      HMC CALIFORNIA LEASING LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title:  Senior VP


                                      HMC CAPITAL LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      HMC CAPITAL RESOURCES LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      HMC PARK RIDGE LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      HMC PARK RIDGE II LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP



                                      HMC PARK RIDGE LP,
                                        as a Pledgor
                                      By: HMC Park Ridge LLC,
                                          its General Partner


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP



                                      HMC PARTNERSHIP HOLDINGS LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP



                                      HOST PARK RIDGE LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP



                                      HMC SUITES LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      HMC SUITES LIMITED PARTNERSHIP,
                                        as a Pledgor
                                      By: HMC Suites LLC,
                                          its General Partner


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      PRM LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      WELLSFORD-PARK RIDGE HOST HOTEL
                                      LIMITED PARTNERSHIP,
                                        as a Pledgor
                                      By: Host Park Ridge LLC,
                                          its General Partner


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP



                                      YBG ASSOCIATES LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      HMC CHICAGO LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      HMC DESERT LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP


                                      HMC PALM DESERT LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP



                                      MDSM FINANCE LLC,
                                        as a Pledgor


                                      By: /s/ C.G. Townsend
                                         -------------------------------
                                         Title: Senior VP



                                             HMC DIVERSIFIED LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP



                                             HMC EAST SIDE II LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC GATEWAY LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC GRAND LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC HANOVER LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC HARTFORD LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC HOTEL DEVELOPMENT LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC HPP LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC IHP HOLDING LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC MANHATTAN BEACH LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP



                                             HMC MARKET STREET LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             NEW MARKET STREET LP,
                                               as a Pledgor

                                             By:  HMC Market Street LLC,
                                                  its General Partner

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC GEORGIA LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC MEXPARK LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC POLANCO LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------


                                                Title:  Senior VP


                                             HMC NGL LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC OLS I L.P.,
                                               as a Pledgor
                                             By:  HMC OLS I LLC,
                                                  its General Partner

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC OP BN LLC,
                                               as a Pledgor


                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC PACIFIC GATEWAY LLC,
                                               a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP



                                             HMC PLP LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             CHESAPEAKE HOTEL LIMITED
                                               PARTNERSHIP,
                                               as a Pledgor
                                             By:  HMC PLP LLC,
                                                  its General Partner

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP



                                             HMC POTOMAC LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                --------------------
                                                Title:  Senior VP


                                             HMC PROPERTIES I LLC,
                                               as a Pledgor


                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC PROPERTIES II LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC RTZ LOAN I LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC RTZ II LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC SBM TWO LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC SEATTLE LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC SFO LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC SWISS HOLDINGS LLC,
                                               as a Pledgor


                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMC WATERFORD LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMH GENERAL PARTNER HOLDINGS LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMH NORFOLK LLC,
                                               as a Pledgor


                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMH NORFOLK, L.P.,
                                               as a Pledgor
                                             By: HMH Norfolk LLC,
                                                 its General Partner

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMH PENTAGON LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMH RESTAURANTS LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMH RIVERS LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMH RIVERS, L.P.,
                                               as a Pledgor
                                             By: HMH Rivers LLC,
                                                 its General Partner


                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMH WTC LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMP CAPITAL VENTURES LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HMP FINANCIAL SERVICES LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             HOST LA JOLLA LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             CITY CENTER HOTEL LIMITED
                                               PARTNERSHIP,
                                               as a Pledgor
                                             By: Host La Jolla LLC,
                                                 its General Partner

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                             TIMES SQUARE LLC,
                                               as a Pledgor

                                             By:  /s/  C.G. Townsend
                                                ------------------------------
                                                Title:  Senior VP


                                        IVY STREET LLC,
                                           as a Pledgor



                                        By: /s/ C.G. Townsend
                                           -------------------------------------
                                           Title: Senior VP



                                        MARKET STREET HOST LLC,
                                           as a Pledgor


                                        By: /s/ C.G. Townsend
                                           -------------------------------------
                                           Title: Senior VP



                                        MFR OF ILLINOIS LLC,
                                           as a Pledgor


                                        By: /s/ C.G. Townsend
                                           -------------------------------------
                                           Title: Senior VP



                                        MFR OF VERMONT LLC,
                                           as a Pledgor


                                        By: /s/ C.G. Townsend
                                           -------------------------------------
                                           Title: Senior VP


                                        MFR OF WISCONSIN LLC,
                                           as a Pledgor



                                        By: /s/ C.G. Townsend
                                           -------------------------------------
                                           Title: Senior VP


                                        PHILADELPHIA AIRPORT HOTEL LLC,
                                           as a Pledgor


                                        By: /s/ C.G. Townsend
                                           -------------------------------------
                                           Title: Senior VP



                                        PM FINANCIAL LLC,
                                           as a Pledgor

                                        By: /s/ C.G. Townsend
                                           -------------------------------------
                                           Title: Senior VP



                                        PM FINANCIAL LP,
                                           as a Pledgor
                                        By: PM Financial LLC,
                                            its General Partner


                                        By: /s/ C.G. Townsend
                                           -------------------------------------
                                           Title: Senior VP


                                        HMC PROPERTY LEASING LLC,
                                           as a Pledgor



                                        By: /s/ C.G. Townsend
                                           -------------------------------------
                                           Title: Senior VP



                                        HMC HOST RESTAURANTS LLC,
                                           as a Pledgor


                                        By: /s/ C.G. Townsend
                                           -------------------------------------
                                           Title: Senior VP


                                        SANTA CLARA HMC LLC,
                                           as a Pledgor


                                        By: /s/ C.G. Townsend
                                           -------------------------------------
                                           Title: Senior VP



                                        S.D. HOTELS LLC,
                                           as a Pledgor

                                        By: /s/ C.G. Townsend
                                           -------------------------------------
                                           Title: Senior VP


                                        TIMES SQUARE GP LLC,
                                           as a Pledgor



                                        By: /s/ C.G. Townsend
                                           -------------------------------------
                                           Title: Senior VP




Accepted and Agreed to:

BANKERS TRUST COMPANY,
as Collateral Agent and Pledgee


By: /s/ Laura Burwick
   -------------------
   Title: Principal


                                    ANNEX A
                                      to
                         PLEDGE AND SECURITY AGREEMENT
                         -----------------------------


                                 LIST OF STOCK
                                 -------------


                                    ANNEX B
                                      to
                         PLEDGE AND SECURITY AGREEMENT
                         -----------------------------


                  LIST OF LIMITED LIABILITY COMPANY INTERESTS
                  -------------------------------------------


                                    ANNEX C
                                       to
                         PLEDGE AND SECURITY AGREEMENT
                         -----------------------------


                      LIST OF PARTNERSHIP INTERESTS
                      -----------------------------


                                    ANNEX D
                                       to
                         PLEDGE AND SECURITY AGREEMENT
                         -----------------------------


                         FORM OF PARTNERSHIP/LLC NOTICE
                         ------------------------------

[Letterhead of Pledgor]

________ __, ____

TO:  [Name of Pledged Partnership/Limited Liability Company]

         Notice is hereby given that pursuant to an Amended and Restated Pledge
and Security Agreement (a true and correct copy of which is attached hereto),
dated as of August 5, 1998, and amended and restated as of May 31, 2000 (as
amended, modified or supplemented from time to time in accordance with the terms
thereof, the "Pledge Agreement"), among [NAME OF PLEDGOR] (the "Pledgor"), the
other pledgors from time to time party thereto and Bankers Trust Company (the
"Pledgee"), as Collateral Agent on behalf of the Secured Creditors described
therein, the Pledgor has pledged and assigned to the Pledgee for the benefit of
the Secured Creditors, and granted to the Pledgee for the benefit of the Secured
Creditors, a continuing security interest in, all right, title and interest of
the Pledgor, whether now existing or hereafter arising or acquired, [as a
[limited] [general] partner in [NAME OF PLEDGED PARTNERSHIP] (the
"Partnership"), and in, to and under the [TITLE OF APPLICABLE PARTNERSHIP
AGREEMENT] (the "Partnership Agreement"),] [as a member in [NAME OF PLEDGED
LIMITED LIABILITY COMPANY] (the "LLC"), and into and under its Limited Liability
Company Agreement (the "Articles")] including, without limitation:

         (i)   the Pledgor's interest in all of the capital of the
     Partnership/LLC and the Pledgor's interest in all profits, losses, (as
     defined in the Pledge Agreement) and other distributions to which the
     Pledgor shall at any time be entitled in respect of such
     partnership/limited liability company interest;

         (ii)  all other payments due or to become due to the Pledgor in
     respect of such partnership/limited liability company interest, whether
     under the Partnership Agreement/Articles or otherwise, whether as
     contractual obligations, damages, insurance proceeds or otherwise;

         (iii) all of the Pledgor's claims, rights, powers, privileges,
     authority, options, security interests, liens and remedies, if any, under
     the Partnership Agreement/Articles or at law or otherwise in respect of
     such partnership/limited liability company interest;

         (iv)  all present and future claims, if any, of the Pledgor against
     the Partnership/LLC for moneys loaned or advanced, for services rendered or
     otherwise;

         (v)   all of the Pledgor's rights under the Partnership
     Agreement/Articles or at law to exercise and enforce every right, power,
     remedy, authority, option and privilege of the Pledgor relating to the
     partnership/limited liability company interest, including any power to
     terminate, cancel or modify the Partnership Agreement/Articles, to execute
     any


                                                                         Annex D
                                                                          Page 2

     instruments and to take any and all other action on behalf of and in the
     name of the Pledgor in respect of the partnership/limited liability company
     interest and the Partnership/LLC, to make determinations, to exercise any
     election (including, but not limited, election of remedies) or option or to
     give or receive any notice, consent, amendment, waiver or approval,
     together with full power and authority to demand, receive, enforce, collect
     or receipt for any of the foregoing, to enforce or execute any checks, or
     other instruments or orders, to file any claims and to take any action in
     connection with any of the foregoing;

         (vi)  all other property hereafter delivered to the Pledgor in
     substitution for or in addition to any of the foregoing, all certificates
     and instruments representing or evidencing such other property and all
     cash, securities, interest, dividends, distributions, rights and other
     property at any time and from time to time received, receivable or
     otherwise distributed in respect of or in exchange for any or all of the
     foregoing; and

         (vii) to the extent not otherwise included, all proceeds of any or all
     of the foregoing.

         Pursuant to the Pledge Agreement, the Partnership/LLC is hereby
authorized and directed to register the Pledgor's pledge to the Pledgee on
behalf of the Secured Creditors of the interest of the Pledgor on the
Partnership's/LLC's books.

         The Pledgor hereby irrevocably agrees and authorizes and directs the
Partnership/LLC that instructions originated by the Pledgee on behalf of the
Secured Creditors with respect to the Pledgor's claims, rights, interests,
powers, remedies, authorities, options and privileges set forth above shall,
unless written notice to the contrary is given by the Pledgee to the
Partnership/LLC, be complied with by the Partnership/LLC, without further
consent by the Pledgor.

         The Pledgor hereby requests the Partnership/LLC to indicate its
acceptance of this Notice and consent to and confirmation of its terms and
provisions by signing a copy hereof where indicated on the attached page and
returning the same to the Pledgee on behalf of the Secured Creditors.

                                 [NAME OF PLEDGOR]

                                 By:_______________________________________
                                    Name:
                                    Title:


                                    ANNEX E
                                       to
                         PLEDGE AND SECURITY AGREEMENT
                         -----------------------------


                      FORM OF ACKNOWLEDGMENT AND AGREEMENT
                      ------------------------------------

         [NAME OF PLEDGED PARTNERSHIP/LIMITED LIABILITY COMPANY] (the
"Partnership"/"LLC") hereby acknowledges receipt of a copy of the assignment by
[NAME OF PLEDGOR] ("Pledgor") of its interest under the [TITLE OF APPLICABLE
PARTNERSHIP AGREEMENT/ARTICLES OF ORGANIZATION] (the "Partnership
Agreement"/"Articles") pursuant to the terms of the Amended and Restated Pledge
and Security Agreement, dated as of  August 5, 1998, and amended and restated as
of May 31, 2000 (as amended, modified or supplemented from time to time in
accordance with the terms thereof, the "Pledge Agreement"), among the Pledgor,
the other pledgors from time to time party thereto and Bankers Trust Company
(the "Pledgee"), as Collateral Agent on behalf of the Secured Creditors
described therein.  The undersigned hereby further confirms the registration of
the Pledgor's pledge of its interest to the Pledgee on behalf of the Secured
Creditors on the Partnership's/LLC's books.

         The Partnership/LLC hereby acknowledges the rights of and remedies
available to the Secured Creditors under the Pledge Agreement.

         The Partnership/LLC hereby irrevocably agrees to comply with the
instructions originated by the Pledgee, on behalf of the Secured Creditors, of
the type referred to in the penultimate paragraph of the Partnership/LLC Notice
dated ___________ __, ____ signed by the Pledgor, without further consent by the
Pledgor.  The undersigned further hereby irrevocably agrees, except upon the
prior written consent of the Pledgee, not to honor any such instructions given
by any other person or entity.

Dated:  ___________ __, ____

                                 [NAME OF PLEDGED PARTNERSHIP/LLC]

                                 By:___________________________________________
                                    Name:
                                    Title:


                                    ANNEX F
                                       to
                         PLEDGE AND SECURITY AGREEMENT
                         -----------------------------


                        LIST OF CHIEF EXECUTIVE OFFICES
                        -------------------------------




                                    ANNEX G
                                      to
                         PLEDGE AND SECURITY AGREEMENT
                         -----------------------------



                                  THE PLEDGEE

         1.  Appointment.  The Secured Creditors, by their acceptance of the
             -----------
benefits of the Pledge and Security Agreement to which this Annex G is attached
(the "Pledge Agreement") hereby irrevocably designate Bankers Trust Company (and
any successor Pledgee) to act as specified herein and therein. Unless otherwise
defined herein, all capitalized terms used herein (x) and defined in the Pledge
Agreement, are used herein as therein defined and (y) not defined in the Pledge
Agreement, are used herein as defined in the Credit Agreement referenced in the
Pledge Agreement. Each Secured Creditor hereby irrevocably authorizes, and each
holder of any Obligation by the acceptance of such Obligation and by the
acceptance of the benefits of the Pledge Agreement shall be deemed irrevocably
to authorize, the Pledgee to take such action on its behalf under the provisions
of the Pledge Agreement and any instruments and agreements referred to therein
and to exercise such powers and to perform such duties thereunder as are
specifically delegated to or required of the Pledge Agreement by the terms
thereof and such other powers as are reasonably incidental thereto. The Pledgee
may perform any of its duties hereunder or thereunder by or through its
authorized agents, sub-agents or employees.

         2.  Nature of Duties.  (a)  The Pledgee shall have no duties or
             ----------------
responsibilities except those expressly set forth herein or in the Pledge
Agreement.  The duties of the Pledgee shall be mechanical and administrative in
nature; the Pledgee shall not have by reason of the Pledge Agreement or any
other Secured Debt Agreement a fiduciary relationship in respect of any Secured
Creditor; and nothing in the Pledge Agreement or any other Secured Debt
Agreement, expressed or implied, is intended to or shall be so construed as to
impose upon the Pledgee any obligations in respect of the Pledge Agreement
except as expressly set forth herein and therein.

         (b)  The Pledgee shall not be responsible for insuring the Collateral
or for the payment of taxes, charges or assessments or discharging of Liens upon
the Collateral or otherwise as to the maintenance of the Collateral.

         (c)  The Pledgee shall not be required to ascertain or inquire as to
the performance by any Pledgor of any of the covenants or agreements contained
in the Pledge Agreement or any other Secured Debt Agreement.

         (d)  The Pledgee shall be under no obligation or duty to take any
action under, or with respect to, the Pledge Agreement if taking such action (i)
would subject the Pledgee to a tax in any jurisdiction where it is not then
subject to a tax or (ii) would require the Pledgee to qualify to do business, or
obtain any license, in any jurisdiction where it is not then so qualified or
licensed or (iii) would subject the Pledgee to in personam jurisdiction in any
locations where it is not then so subject.

         (e)  Notwithstanding any other provision of this Annex G, neither the
Pledgee nor any of its officers, directors, employees, affiliates or agents
shall, in its individual capacity, be personally liable for any action taken or
omitted to be taken by it in accordance with, or pursuant


                                                                         ANNEX G

to this Annex G or the Pledge Agreement except for its own gross negligence or
willful misconduct.

         3.  Lack of Reliance on the Pledgee.  Independently and without
             -------------------------------
reliance upon the Pledgee, each Secured Creditor, to the extent it deems
appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of each Pledgor and its
Subsidiaries in connection with the making and the continuance of the
Obligations and the taking or not taking of any action in connection therewith,
and (ii) its own appraisal of the creditworthiness of each Pledgor and its
Subsidiaries, and the Pledgee shall have no duty or responsibility, either
initially or on a continuing basis, to provide any Secured Creditor with any
credit or other information with respect thereto, whether coming into its
possession before the extension of any Obligations or the purchase of any notes
or at any time or times thereafter.  The Pledgee shall not be responsible in any
manner whatsoever to any Secured Creditor for the correctness of any recitals,
statements, information, representations or warranties herein or in any
document, certificate or other writing delivered in connection herewith or for
the execution, effectiveness, genuineness, validity, enforceability, perfection,
collectibility, priority or sufficiency of the Pledge Agreement or the security
interests granted hereunder or the financial condition of any Pledgor or any
Subsidiary of any Pledgor or be required to make any inquiry concerning either
the performance or observance of any of the terms, provisions or conditions of
the Pledge Agreement, or the financial condition of any Pledgor or any
Subsidiary of any Pledgor, or the existence or possible existence of any default
or Event of Default.  The Pledgee makes no representations as to the value or
condition of the Collateral or any part thereof, or as to the title of any
Pledgor thereto or as to the security afforded by the Pledge Agreement.

          4.  Certain Rights of the Pledgee.  (a)  No Secured Creditor shall
              -----------------------------
have the right to cause the Pledgee to take any action with respect to the
Collateral, with only the Required Secured Creditors having the right to direct
the Pledgee to take any such action.  If the Pledgee shall request instructions
from the Required Secured Creditors, with respect to any act or action
(including failure to act) in connection with the Pledge Agreement, the Pledgee
shall be entitled to refrain from such act or taking such action unless and
until it shall have received instructions from the Required Secured Creditors
and to the extent requested, appropriate indemnification in respect of actions
to be taken, and the Pledgee shall not incur liability to any Person by reason
of so refraining.  Without limiting the foregoing, no Secured Creditor shall
have any right of action whatsoever against the Pledgee as a result of the
Pledgee acting or refraining from acting hereunder in accordance with the
instructions of the Required Secured Creditors.  As used herein, the term
"Required Secured Creditors" shall mean (i) at all times prior to the occurrence
of the Credit Document Obligations Termination Date (as defined in the Pledge
and Security Agreement), the holders of at least a majority of the then
outstanding Credit Document Obligations and HMH Note Obligations (acting
together as one class) and (ii) at all times after the Credit Document
Obligations Termination Date, the holders of at least a majority of the then
outstanding Obligations entitled to be secured hereby.  Notwithstanding anything
to the contrary contained in clause (i) or (ii) of the immediately preceding
sentence, if at any time the principal of any Obligations secured hereby has
been accelerated, or the final maturity date with respect to any such principal
Obligations has occurred, and as a result thereof one or more payment Events


                                                                         ANNEX G

of Default (where the aggregate principal amount of such Obligations accelerated
or not paid at final maturity equals or exceeds $50,000,000), which payment
Events of Default shall have continued in existence for at least 60 consecutive
days after the date of such acceleration or final maturity, and the Required
Secured Creditors (or the Representative thereof) at such time (determined
without regard to this sentence) have not directed the Pledgee to commence
enforcement proceedings pursuant to the Pledge Agreement, then so long as such
payment Event of Default is continuing the Secured Creditors (or the
Representative thereof) holding at least a majority of the outstanding
Obligations secured hereby subject to such payment Event of Default shall
constitute the Required Secured Creditors for purposes of causing the Pledgee to
commence enforcement proceedings pursuant to the Pledge Agreement, provided that
                                                                   --------
in such event the Secured Creditors who would constitute the Required Secured
Creditors in the absence of this sentence shall have the right to direct the
manner and method of enforcement so long as such directions do not materially
delay or impair the taking of enforcement action.

          (b)  Notwithstanding anything to the contrary contained herein, the
Pledgee is authorized, but not obligated, (i) to take any action reasonably
required to perfect or continue the perfection of the liens on the Collateral
for the benefit of the Secured Creditors and (ii) when instructions from the
Required Secured Creditors have been requested by the Pledgee but have not yet
been received, to take any action which the Pledgee, in good faith, believes to
be reasonably required to promote and protect the interests of the Secured
Creditors in the Collateral; provided that once instructions have been received,
                             --------
the actions of the Pledgee shall be governed thereby and the Pledgee shall not
take any further action which would be contrary thereto.

          (c)  Notwithstanding anything to the contrary contained herein or in
the Pledge Agreement, the Pledgee shall not be required to take any action that
exposes or, in the good faith judgment of the Pledgee may expose, the Pledgee or
its officers, directors, agents or employees to personal liability, unless the
Pledgee shall be adequately indemnified as provided herein, or that is, or in
the good faith judgment of the Pledgee may be, contrary to the Pledge Agreement,
any Secured Debt Agreement or applicable law.

          5.  Reliance.  The Pledgee shall be entitled to rely, and shall be
              --------
fully protected in relying, upon, any note, writing, resolution, notice,
statement, certificate, telex, teletype or telescopes message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
the proper Person or entity, and, with respect to all legal matters pertaining
hereto or to the Pledge Agreement and its duties thereunder and hereunder, upon
advice of counsel selected by it.

          6.  Indemnification.  To the extent the Pledgee is not reimbursed and
              ---------------
indemnified by the Pledgors under the Pledge Agreement, the Secured Creditors
(other than the HMH Noteholders, the Senior Noteholders and the Additional
Debtholders to the extent that the Additional Debt held by such Additional
Debtholders is in the form of notes or bonds registered under the Securities Act
or issued pursuant to Rule 144A thereunder) will reimburse and indemnify the
Pledgee, in proportion to their respective outstanding principal amounts
(including, for this purpose, any unpaid Primary Obligations in respect of
Interest Rate Protection Agreements or Other Hedging Agreements, as outstanding
principal) of Obligations, for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments,


                                                                         ANNEX G

suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against the Pledgee in performing its
duties hereunder, or in any way relating to or arising out of its actions as
Pledgee in respect of the Pledge Agreement except for those resulting solely
from the Pledgee's own gross negligence or willful misconduct. The indemnities
set forth in this Section 6 shall survive the repayment of all Obligations, with
the respective indemnification at such time to be based upon the outstanding
principal amounts (determined as described above) of Obligations at the time of
the respective occurrence upon which the claim against the Pledgee is based or,
if same is not reasonably determinable, based upon the outstanding principal
amounts (determined as described above) of Obligations as in effect immediately
prior to the termination of the Pledge Agreement. The indemnities set forth in
this Section 6 are in addition to any indemnities provided by the Banks to the
Pledgee pursuant to the Credit Agreement, with the effect being that the Banks
shall be responsible for indemnifying the Pledgee to the extent the Pledgee does
not receive payments pursuant to this Section 6 from the Secured Creditors
(although in such event, and upon the payment in full of all such amounts owing
to the Pledgee by the Banks, the Banks shall be subrogated to the rights of the
Pledgee to receive payment from the Secured Creditors).

          7.  The Pledgee in its Individual Capacity.  With respect to its
              --------------------------------------
obligations as a lender under the Credit Agreement and any other Credit
Documents to which the Pledgee is a party, and to act as agent under one or more
of such Credit Documents, the Pledgee shall have the rights and powers specified
therein and herein for a "Bank", or the "Administrative Agent", as the case may
be, and may exercise the same rights and powers as though it were not performing
the duties specified herein; and the terms "Banks," "Required Banks," "holders
of Notes," or any similar terms shall, unless the context clearly otherwise
indicates, include the Pledgee in its individual capacity.  The Pledgee and its
affiliates may accept deposits from, lend money to, and generally engage in any
kind of banking, investment banking, trust or other business with any Pledgor or
any Affiliate or Subsidiary of any Pledgor as if it were not performing the
duties specified herein or in the other Credit Documents, and may accept fees
and other consideration from the Pledgors for services in connection with the
Credit Agreement, the other Credit Documents and otherwise without having to
account for the same to the Secured Creditors.

          8.  Holders.  The Pledgee may deem and treat the payee of any note as
              -------
the owner thereof for all purposes hereof unless and until written notice of the
assignment, transfer or endorsement thereof, as the case may be, shall have been
filed with the Pledgee.  Any request, authority or consent of any person or
entity who, at the time of making such request or giving such authority or
consent, is the holder of any note, shall be final and conclusive and binding on
any subsequent holder, transferee, assignee or endorsee, as the case may be, of
such note or of any note or notes issued in exchange therefor.

          9.  Resignation by the Pledgee.  (a)  The Pledgee may resign from the
              --------------------------
performance of all of its functions and duties hereunder and under the Pledge
Agreement at any time by giving 15 Business Days' prior or written notice to the
Borrower, the Banks and Representatives for the other Secured Creditors or, if
there is no such Representative, directly to


                                                                         ANNEX G

such Secured Creditors. Such resignation shall take effect upon the appointment
of a successor Pledgee pursuant to clause (b) or (c) below.

          (b)  If a successor Pledgee shall not have been appointed within said
15 Business Day period by the Required Secured Creditors, the Pledgee, with the
consent of the Borrower, which consent shall not be unreasonably withheld or
delayed, shall then appoint a successor Pledgee who shall serve as Pledgee
hereunder or thereunder until such time, if any, as the Required Secured
Creditors appoint a successor Pledgee as provided above.

          (c)  If no successor Pledgee has been appointed pursuant to clause (b)
above by the 20th Business Day after the date of such notice of resignation was
given by the Pledgee, as a result of a failure by the Borrower to consent to the
appointment of such a successor Pledgee, the Required Secured Creditors shall
then appoint a successor Pledgee who shall serve as Pledgee hereunder or
thereunder until such time, if any, as the Required Secured Creditors appoint a
successor Pledgee as provided above.


                                   ANNEX H-1
                                      to
                         PLEDGE AND SECURITY AGREEMENT
                         -----------------------------
                                    FORM OF
                   PLEDGE AND SECURITY AGREEMENT SUPPLEMENT


         PLEDGE AND SECURITY SUPPLEMENT, dated as of ______ (this "Supplement"),
made by __________, a ____________________________ (the "Pledgor"), in favor of
BANKERS TRUST COMPANY, as pledgee and as collateral agent (in such capacities,
the "Pledgee") for the Secured Creditors (such term and each other capitalized
term used but not defined having the meaning given in the Pledge and Security
Agreement referred to below).

         1.  Reference is hereby made to that certain Amended and Restated
Pledge and Security Agreement, dated as of August 5, 1998, and amended and
restated as of May 31, 2000 (as amended, supplemented or otherwise modified as
of the date hereof, the "Pledge Agreement"), made by the Pledgors party thereto
in favor of the Pledgee for the benefit of the Secured Creditors described
therein.

         2.  The Pledgor hereby confirms and reaffirms the security interest in
the Collateral granted to the Pledgee for the benefit of the Secured Creditors
under the Pledge Agreement, and, as additional collateral security for the
prompt and complete payment when due (whether at stated maturity, by
acceleration or otherwise) of the Obligations and in order to induce the Secured
Creditors to make loans and other extensions of credit constituting Obligations,
the Pledgor hereby delivers to the Pledgee, for the benefit of the Secured
Creditors, [(i) all of the issued and outstanding shares of capital stock listed
in Schedule I hereto, together with all stock certificates, options, or rights
of any nature whatsoever which may be issued or granted in respect of such stock
while the Pledge Agreement, as supplemented hereby, is in force (the "Additional
Pledged Stock"; as used in the Pledge Agreement as supplemented by this
Supplement, "Pledged Stock" shall be deemed to include the Additional Pledged
Stock)], [(ii) all limited liability company interests listed on Schedule II
hereto (the "Additional Pledged Limited Liability Company Interests" as used in
the Pledge Agreement as supplemented by this Supplement, "Pledged Limited
Liability Company Interests" shall be deemed to include the Additional Pledged
Limited Liability Company Interests)], [(iii) all partnership interests listed
on Schedule III hereto (the "Additional Pledged Partnership Interests"; as used
in the Pledge Agreement as supplemented by this Supplement, "Pledged Partnership
Interests" shall be deemed to include Additional Pledged Partnership
Interests)], and hereby grants to the Pledgee, for the benefit of the Secured
Creditors, a first priority security interest in the Additional Pledged Stock,
Additional Pledged Partnership Interests and/or Additional Pledged Limited
Liability Company Interests, as the case may be, and all proceeds thereof.

         3.  The Pledgor hereby represents and warrants that the representations
and warranties contained in Section 15 of the Pledge Agreement are true and
correct on the date of this Supplement [with references therein to the "Pledged
Stock" to include the Additional Pledged Stock,] [with references therein to the
"Pledged Partnership Interests" to include the Additional Pledged Partnership
Interests,] [with references therein to the "Pledged Limited Liability Company
Interests" to include the Additional Pledged Limited Liability Company
Interests,] and with references therein to the "Pledge Agreement" to mean the
Pledge Agreement as supplemented by this Supplement.


                                                                       ANNEX H-1

         4.  The Pledgor hereby represents and warrants that, as of the date
hereof, the chief executive office of the Pledgor is located at the address
indicated on Schedule IV hereto.

         5.  This Supplement is supplemental to the Pledge Agreement, forms a
part thereof and is subject to the terms thereof and the Pledge Agreement is
hereby supplemented as provided herein.  Without limiting the foregoing, Annex A
to the Pledge Agreement shall hereby be deemed to include each item listed on
Schedule I to this Supplement, Annex B to the Pledge Agreement shall hereby be
deemed to include each item listed on Schedule II to this Supplement, Annex C to
the Pledge Agreement shall hereby be deemed to include each term listed on
Schedule III to this Supplement and Annex F to the Pledge Agreement shall be
deemed to include the location listed on Schedule IV to this Supplement.

                                  *    *    *


                                                                       ANNEX H-1

         IN WITNESS WHEREOF, the Pledgor and the Pledgee have caused this
Supplement to be duly executed and delivered on the date first set forth above.


                                    [PLEDGOR]


                                    By:_______________________
                                       Name:
                                       Title:

                                    BANKERS TRUST COMPANY, as Pledgee


                                    By:________________________
                                       Name:
                                       Title:


                                  SCHEDULE I
                                      to
                   PLEDGE AND SECURITY AGREEMENT SUPPLEMENT
                   ----------------------------------------




                                 PLEDGED STOCK




Pledgor                     Issuer            Pledged Stock           Ownership
------                      ------            -------------           ---------
                                                                      Interest
                                                                      --------
                                                             







                                  SCHEDULE II
                                      to
                   PLEDGE AND SECURITY AGREEMENT SUPPLEMENT
                   ----------------------------------------




                  PLEDGED LIMITED LIABILITY COMPANY INTERESTS
                  -------------------------------------------


Pledged Limited        Percentage Owned
---------------        ----------------
Liability Company
-----------------
Interests
---------



                                             SCHEDULE III
                                                  to
                              PLEDGE AND SECURITY AGREEMENT SUPPLEMENT
                              ----------------------------------------


                         PLEDGED PARTNERSHIP INTERESTS
                         -----------------------------


Pledged Partnership    Percentage Owned      Type of Partnership
-------------------    ----------------      -------------------


                                           SCHEDULE IV
                                               to
                            PLEDGE AND SECURITY AGREEMENT SUPPLEMENT
                            ----------------------------------------


                            CHIEF EXECUTIVE OFFICE
                            ----------------------




                                                             ANNEX H-2
                                                                to
                                                   PLEDGE AND SECURITY AGREEMENT
                                                   -----------------------------


         SUPPLEMENT NO.       dated as of _______, to the Amended and Restated
Pledge and Security Agreement dated as of August 5, 1998, and as amended and
restated as of May 31, 2000 (the "Pledge Agreement"), among the Pledgors party
thereto (immediately before giving effect to this Supplement) and BANKERS TRUST
COMPANY as collateral agent and as pledgee (in such capacities, the "Pledgee")
for the Secured Creditors (such term and each other capitalized term used but
not defined having the meaning given it in the Pledge Agreement referred to
below).

         A.  The Pledgors have entered into the Pledge Agreement in order to
induce the Secured Creditors to make loans and other extensions of credit
constituting Obligations as defined in the Pledge Agreement.  Pursuant to
Section 7.16 of the Credit Agreement, certain Subsidiaries of Holdings or the
Borrower are, after the date of the Pledge Agreement, required to enter into the
Pledge Agreement as a Pledgor.  Section 22 of the Pledge Agreement provides that
additional Subsidiaries may become Pledgors under the Pledge Agreement by
execution and delivery of an instrument in the form of this Supplement.  The
undersigned (the "New Pledgor") is a Subsidiary of Holdings and is executing
this Supplement in accordance with the requirements of the Credit Agreement
and/or the Pledge Agreement to become a Pledgor under the Pledge Agreement in
order to induce the Secured Creditors to extend, or maintain, Obligations.

         Accordingly, the Pledgee and the New Pledgor agree as follows:

         SECTION 1.  The New Pledgor by its signature below becomes a Pledgor
under the Pledge Agreement with the same force and effect as if originally named
therein as a Pledgor and the New Pledgor hereby agrees to all the terms and
provisions of the Pledge Agreement applicable to it as a Pledgor thereunder.
Each reference to a "Pledgor" in the Pledge Agreement shall be deemed to include
the New Pledgor.  The Pledge Agreement is hereby incorporated herein by
reference.

         SECTION 2.  The New Pledgor represents and warrants to the Secured
Creditors that this Supplement has been duly authorized, executed and delivered
by it and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, subject to the effects of applicable
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
equitable principles of general applicability.

         SECTION 3.  This Supplement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument.  This Supplement shall
become effective when the Pledgee shall have received counterparts of this
Supplement that, when taken together, bear the signatures of the New Pledgor and
the Pledgee.


                                                                       ANNEX H-2
                                                                          Page 2

         SECTION 4.  Except as expressly supplemented hereby, the Pledge
Agreement shall remain in full force and effect.

         SECTION 5.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 6.  In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Pledge Agreement shall not in any way be affected or impaired.
The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

         SECTION 7.  All communications and notices hereunder shall be in
writing and given as provided in the Pledge Agreement.  All communications and
notices hereunder to the New Pledgor shall be given to it at the address set
forth under its signature, with a copy to the Borrower.

                                  *    *    *


                                                                       ANNEX H-2
                                                                          Page 3

         IN WITNESS WHEREOF, the New Pledgor and the Pledgee have duly executed
this Supplement to the Pledge Agreement as of the day and year first above
written.

                              [NAME OF NEW PLEDGOR]


                              By:_______________________
                                 Name:
                                 Title:

                              Address:


                              BANKERS TRUST COMPANY,

                              as Pledgee


                              By:_________________________
                                 Name:
                                 Title: