Host Marriott L P Sample Contracts

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RECITALS --------
Supplemental Indenture • December 31st, 1998 • Host Marriott L P • Hotels & motels
SECOND AMENDMENT AND WAIVER OF AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 22nd, 2001 • Host Marriott L P • Hotels & motels • New York
RECITALS --------
Guarantee Agreement • December 31st, 1998 • Host Marriott L P • Hotels & motels • New York
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Lease Agreement • April 2nd, 2001 • Host Marriott L P • Hotels & motels • Maryland
Exhibit 10.38 Conformed copy PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • June 14th, 2002 • Host Marriott L P • Hotels & motels • New York
Exhibit 10.37 Conformed copy U.S. $400,000,000 CREDIT AGREEMENT
Credit Agreement • June 14th, 2002 • Host Marriott L P • Hotels & motels • New York
18,200,000 Shares Common Stock ($.01 par value) Underwriting Agreement
Host Marriott L P • June 4th, 2001 • Hotels & motels • New York
HOST HOTELS & RESORTS, L.P. UNDERWRITING AGREEMENT
Underwriting Agreement • November 10th, 2021 • Host Hotels & Resorts L.P. • Hotels & motels • New York

Host Hotels & Resorts, L.P., a Delaware limited partnership (the “Company” or the “Operating Partnership”), proposes to issue and sell to the several underwriters named in Schedule A hereto (each, an Underwriter, and collectively, the “Underwriters”) for which BofA Securities, Inc. and Wells Fargo Securities, LLC are acting as representatives (collectively, the “Representatives”), an aggregate of $450,000,000 principal amount of the Company’s 2.900% Series J Senior Notes due 2031 (the “Securities”). The Securities are to be issued pursuant to the provisions of the indenture, dated as of May 15, 2015, by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (the “Base Indenture”), and the Seventh Supplemental Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to be dated the Closing Date (as defined in Section 4 below), by and between the Company and the Trustee.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 10, 2015 among HOST HOTELS & RESORTS, L.P., as a Borrower, THE OTHER DESIGNATED BORROWERS NAMED HEREIN, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,...
Pledge and Security Agreement • September 14th, 2015 • Host Hotels & Resorts L.P. • Hotels & motels • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, this “Agreement”) is entered into as of September 10, 2015, among Host Hotels & Resorts, L.P., a Delaware limited partnership (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.19 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer.

HOST HOTELS & RESORTS, INC. TIME-BASED RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 4th, 2023 • Host Hotels & Resorts L.P. • Hotels & motels • Maryland

Host Hotels & Resorts, Inc. (“Company”), a Maryland corporation, pursuant to the Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan (the “Plan”), hereby awards to you as Executive an award of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Agreement (including Exhibit A, the “Agreement”) and the Plan, which is incorporated by reference herein in its entirety. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.

Agreement of Limited Partnership of HHR EURO CV Dated as of March 24, 2006
Host Hotels & Resorts L.P. • May 4th, 2006 • Hotels & motels

WHEREAS, the parties desire to enter into this Agreement to form the Partnership and to govern the operations of the Partnership; and

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 4, 2023 among HOST HOTELS & RESORTS, L.P., as a Borrower, THE DESIGNATED BORROWERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and...
Credit Agreement • January 5th, 2023 • Host Hotels & Resorts L.P. • Hotels & motels • New York

This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, this “Agreement”) is entered into as of January 4, 2023, among Host Hotels & Resorts, L.P., a Delaware limited partnership (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.19 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and CREDIT AGRICOLE CORPORATE INVESTMENT BANK, as Sustainability Structuring Agent.

HOST MARRIOTT, L.P. RETIREMENT AND SAVINGS PLAN (Amended and Restated)
Retirement and Savings Plan • October 20th, 2004 • Host Marriott L P • Hotels & motels • Maryland

When used in this instrument, the following words and phrases have the indicated meanings except where the contrary is expressly stated:

TRUST AGREEMENT
Trust Agreement • March 10th, 2006 • Host Marriott L P • Hotels & motels • Maryland

THIS TRUST AGREEMENT is made by and between HOST MARRIOTT, L.P., a Delaware limited partnership (the “Employer”), and T. ROWE PRICE TRUST COMPANY, a Maryland limited purpose trust company (the “Trustee”).

TWENTY-SECOND SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED INDENTURE
Indenture • November 7th, 2006 • Host Hotels & Resorts L.P. • Hotels & motels • New York

in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

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CONFORMED COPY
Conformed Copy • January 31st, 2006 • Host Marriott L P • Hotels & motels

AMENDMENT NO. 1 dated as of January 30, 2006 (this “Amendment”), amending (a) the AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 10, 2004 (the “Credit Agreement”) among Host Marriott, L.P., a Delaware limited partnership (the “U.S. Borrower”), each Canadian Revolving Loan Borrower party thereto (together with the U.S. Borrower, the “Borrowers”), the Lenders party thereto (the “Lenders”), the agents named therein, and Deutsche Bank Trust Company Americas, as Administrative Agent (in such capacity, the “Administrative Agent”), and (b) the PLEDGE AND SECURITY AGREEMENT (as defined in the Credit Agreement) (the “Pledge Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

THIRTY-SIXTH SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED INDENTURE
Indenture • October 29th, 2010 • Host Hotels & Resorts L.P. • Hotels & motels • New York
SEVENTEENTH SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED INDENTURE
Indenture • March 21st, 2005 • Host Marriott L P • Hotels & motels • New York

SEVENTEENTH SUPPLEMENTAL INDENTURE, dated as of March 17, 2005, among HOST MARRIOTT, L.P., a Delaware limited partnership (the “Company”), the Subsidiary Guarantors signatory to this Seventeenth Supplemental Indenture and THE BANK OF NEW YORK, as Successor Trustee (the “Trustee”) to the Amended and Restated Indenture, dated as of August 5, 1998, as amended and supplemented through the date of this Seventeenth Supplemental Indenture (the “Indenture”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HHR EURO CV Dated as of December 8, 2006
And Restated Agreement • March 1st, 2007 • Host Hotels & Resorts L.P. • Hotels & motels

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP dated as of December 8, 2006 (this “Agreement”) of HHR Euro CV (the “Partnership”).

NAME OF EXECUTIVE] RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 2nd, 2009 • Host Hotels & Resorts L.P. • Hotels & motels • Maryland

This Agreement is between (the “Executive”) and Host Hotels & Resorts, Inc. (“Company”), a Maryland corporation, and governs an award made to the Executive pursuant to the 1997 Host Marriott Corporation and Host Marriott, L.P. Comprehensive Stock and Cash Incentive Plan, as amended (the “Plan”). The Company and the Executive agree as follows:

TWENTY-NINTH SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED INDENTURE
Host Hotels & Resorts L.P. • May 12th, 2009 • Hotels & motels • New York
U.S. $575,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among HOST MARRIOTT, L.P., as the U.S. Borrower CERTAIN CANADIAN SUBSIDIARIES OF HOST MARRIOTT, L.P., as the Canadian Revolving Loan Borrowers, VARIOUS LENDERS, DEUTSCHE BANK TRUST COMPANY...
Credit Agreement • September 16th, 2004 • Host Marriott L P • Hotels & motels • New York

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 10, 2004, among HOST MARRIOTT, L.P., a Delaware limited partnership (the “U.S. Borrower”), each CANADIAN REVOLVING LOAN BORROWER from time to time party hereto, the LENDERS party hereto from time to time, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”).

NINETEENTH SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED INDENTURE
Indenture • April 10th, 2006 • Host Marriott L P • Hotels & motels • New York

compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

LOAN AGREEMENT Dated as of July 8, 1999 Between BRE/SWISS L.L.C., HMC CAMBRIDGE LLC, HMC RESTON LLC, HMC BURLINGAME HOTEL LLC, and HMC TIMES SQUARE HOTEL LLC, as Borrower and BANKERS TRUST COMPANY, as Lender
Loan Agreement • March 2nd, 2005 • Host Marriott L P • Hotels & motels • New York

THIS LOAN AGREEMENT, dated as of July 8, 1999 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANKERS TRUST COMPANY, a New York banking corporation, having an address at 130 Liberty Street, 25th Floor, New York, New York 10006 (“Lender”) and BRE/SWISS L.L.C., a Delaware limited liability company, HMC CAMBRIDGE LLC, a Delaware limited liability company, HMC RESTON LLC, a Delaware limited liability company, HMC BURLINGAME HOTEL LLC, a Delaware limited liability company and HMC TIMES SQUARE HOTEL LLC, a Delaware limited liability company, each having an address c/o Host Marriott Corporation, 10400 Fernwood Road, Bethesda, Maryland 20817-1109 (each, an “Individual Borrower” and collectively, “Borrower”).

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 1, 2019 among HOST HOTELS & RESORTS, L.P., as a Borrower, THE DESIGNATED BORROWERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C...
Assignment and Assumption • August 6th, 2019 • Host Hotels & Resorts L.P. • Hotels & motels • New York

This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, this “Agreement”) is entered into as of August 1, 2019, among Host Hotels & Resorts, L.P., a Delaware limited partnership (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.19 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 2nd, 2005 • Host Marriott L P • Hotels & motels • New York

THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of August 18, 1999 (this “First Amendment”), between BRE/SWISS L.L.C., a Delaware limited liability company, HMC CAMBRIDGE LLC, a Delaware limited liability company, HMC RESTON LLC, a Delaware limited liability company, HMC BURLINGAME HOTEL LLC, a Delaware limited liability company and HMC TIMES SQUARE HOTEL LLC, a Delaware \ limited liability company, each having an address c/o Host Marriott Corporation, 10400 Fernwood Road, Bethesda, Maryland 20817-1109 (collectively, “Borrower”), BANKERS TRUST COMPANY, a New York banking corporation, having an address at 130 Liberty Street, 25th Floor, New York, New York 10006 (“Bankers Trust”) and MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, having an address at 1585 Broadway, New York, New York 10036 (“Morgan Stanley” and together with Bankers Trust, “Lender”).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • August 4th, 2003 • Host Marriott L P • Hotels & motels

This is a Waiver Agreement and Release (“Agreement”) between Host Marriott L.P., a Delaware limited partnership (which, together with its affiliates are referred to herein as the “Employer”), and Robert E. Parsons, Jr. (“Executive”). In order to forever resolve and settle any and all disputes regarding the Executive’s employment with the Employer, including but not limited to his separation from such employment, the parties agree as follows:

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