HOST HOTELS & RESORTS, L.P. HOST HOTELS & RESORTS, INC. Registration Rights Agreement December 22, 2009Rights Agreement • December 23rd, 2009 • Host Hotels & Resorts L.P. • Hotels & motels • New York
Host Hotels & Resorts, L.P., a Delaware limited partnership (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) the Company’s 2.50% Exchangeable Senior Debentures due 2029 (the “Debentures”), exchangeable into common stock, par value $0.01 per share (“Host REIT Common Stock”) of Host Hotels & Resorts, Inc., a Maryland corporation (“Host REIT”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and Host REIT agree with the Initial Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
