HOST HOTELS & RESORTS, L.P. UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2015 • 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC are acting as representatives (collectively, the “Representatives”), an aggregate of $400,000,000 principal amount of the Company’s 4.500% Series F Senior Notes due 2026 (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 Second 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.
SECOND SUPPLEMENTAL INDENTUREIndenture • October 14th, 2015 • Host Hotels & Resorts L.P. • Hotels & motels • New York
SECOND SUPPLEMENTAL INDENTURE dated as of October 14, 2015, between HOST HOTELS & RESORTS, L.P., a Delaware limited partnership (the “Company”), and THE BANK OF NEW YORK MELLON, as Trustee (the “Trustee”), to the Indenture, dated as of May 15, 2015, as amended and supplemented through the date of this Second Supplemental Indenture (the “Indenture”).
