RECITALS --------First Supplemental Indenture • December 31st, 1998 • Host Marriott L P • Hotels & motels
18,200,000 Shares Common Stock ($.01 par value) Underwriting AgreementUnderwriting Agreement • June 4th, 2001 • Host Marriott L P • Hotels & motels • New York
SECOND AMENDMENT AND WAIVER OF AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 22nd, 2001 • Host Marriott L P • Hotels & motels • New York
Exhibit 10.38 Conformed copy PLEDGE AND SECURITY AGREEMENTPledge 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 AGREEMENTCredit Agreement • June 14th, 2002 • Host Marriott L P • Hotels & motels • New York
Exhibit 4.3 THIRD SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED INDENTURE THIRD SUPPLEMENTAL INDENTURE, dated as of December 14, 1998, by and among HMH PROPERTIES, INC., a Delaware corporation (the "Company"), HOST MARRIOTT, L.P., a Delaware limited...Third Supplemental Indenture • December 31st, 1998 • Host Marriott L P • Hotels & motels • New York
FORM ----Lease Agreement • April 2nd, 2001 • Host Marriott L P • Hotels & motels • Maryland
FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOST MARRIOTT, L.P. -----------------------------------------Agreement of Limited Partnership • June 2nd, 1998 • Host Marriott L P • Delaware
THIRTIETH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOST MARRIOTT, L.P.Second Amended and Restated Agreement of Limited Partnership • March 29th, 2002 • Host Marriott L P • Hotels & motels
a) Neither Owner nor Lessee shall agree to any amendment or modification of the Lease which would materially and adversely restrict, limit or interfere with the rights of Marriott hereunder or under the Management Agreement without the prior written...Management Agreement • April 2nd, 2001 • Host Marriott L P • Hotels & motels
RECITALS --------Guarantee Agreement • December 31st, 1998 • Host Marriott L P • Hotels & motels • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 12th, 2008 • Host Hotels & Resorts L.P. • Hotels & motels • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this day of , 200 (“Agreement”), by and between Host Hotels & Resorts, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
HOST HOTELS & RESORTS, L.P. UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2024 • 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 Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as representatives (collectively, the “Representatives”), an aggregate of $700,000,000 principal amount of the Company’s 5.500% Series L Senior Notes due 2035 (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 Ninth 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 Truste
FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 2nd, 2024 • 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.
SIXTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOST MARRIOTT, L.P.Second Amended and Restated Agreement of Limited Partnership • March 29th, 2002 • Host Marriott L P • Hotels & motels
THIRTY-SIXTH SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED INDENTURESupplemental Indenture • October 29th, 2010 • Host Hotels & Resorts L.P. • Hotels & motels • New York
HOST HOTELS & RESORTS, L.P. HOST HOTELS & RESORTS, INC. Registration Rights Agreement December 22, 2009Registration Rights 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:
TRUST AGREEMENTTrust 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”).
HOST HOTELS & RESORTS, INC. TIME-BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 2nd, 2024 • Host Hotels & Resorts L.P. • Hotels & motels • Maryland
Host Hotels & Resorts, Inc. (“Company”), a Maryland corporation, pursuant to the Host Hotels & Resorts 2024 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.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HHR EURO CV Dated as of December 8, 2006Limited Partnership 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”).
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:
TWENTY-THIRD SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED INDENTURESupplemental Indenture • March 29th, 2007 • Host Hotels & Resorts L.P. • Hotels & motels • New York
TWENTY-THIRD SUPPLEMENTAL INDENTURE, dated as of March 23, 2007, among HOST HOTELS & RESORTS, L.P., a Delaware limited partnership (the “Company”), Host Hotels & Resorts, Inc., a Maryland Corporation (“Host REIT”), the Subsidiary Guarantors signatory to this Twenty-Third Supplemental Indenture and THE BANK OF NEW YORK, as Trustee (the “Trustee”) to the Amended and Restated Indenture, dated as of August 5, 1998, as amended and supplemented through the date of this Twenty-Third Supplemental Indenture (the “Indenture”).
U.S. $600,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT among HOST HOTELS & RESORTS, L.P., as the U.S. Borrower HOST EURO BUSINESS TRUST as the U.S. Subsidiary Borrower CERTAIN CANADIAN SUBSIDIARIES OF HOST HOTELS & RESORTS , L.P., as the...Credit Agreement • June 1st, 2007 • Host Hotels & Resorts L.P. • Hotels & motels • New York
Agreement of Limited Partnership of HHR EURO CV Dated as of March 24, 2006Agreement of Limited Partnership • May 4th, 2006 • Host Hotels & Resorts L.P. • Hotels & motels
WHEREAS, the parties desire to enter into this Agreement to form the Partnership and to govern the operations of the Partnership; and
CONFORMED COPYCredit Agreement • 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.
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HHR EURO C.V. Dated as of June 6, 2014Limited Partnership Agreement • August 1st, 2014 • Host Hotels & Resorts L.P. • Hotels & motels
HOST HOTELS & RESORTS, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 2nd, 2024 • Host Hotels & Resorts L.P. • Hotels & motels • Maryland
Host Hotels & Resorts, Inc. (“Company”), a Maryland corporation, pursuant to the Host Hotels & Resorts 2024 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 Exhibits A and B, 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.
SEVENTEENTH SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED INDENTURESeventeenth Supplemental 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”).
NAME OF EXECUTIVE] RESTRICTED STOCK AGREEMENTRestricted 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 INDENTURESupplemental Indenture • May 12th, 2009 • Host Hotels & Resorts L.P. • Hotels & motels • New York
Exhibit 10.39 Conformed copy SUBSIDIARIES GUARANTY SUBSIDIARIES GUARANTY, dated as of June 6, 2002 (as amended, modified or supplemented from time to time, this "Guaranty"), made by each of the undersigned guarantors (each, a "Guarantor" and, together...Subsidiaries Guaranty • June 14th, 2002 • Host Marriott L P • Hotels & motels
TWENTY-FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOST MARRIOTT, L.P.Second Amended and Restated Agreement of Limited Partnership • March 29th, 2002 • Host Marriott L P • Hotels & motels
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 INDENTURESupplemental 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 LenderLoan 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”).
