HOST HOTELS & RESORTS, L.P. UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 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 Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (collectively, the “Representatives”), an aggregate of $500,000,000 principal amount of the Company’s 4.000% Series E Senior Notes due 2025 (the “Securities”). The Securities are to be issued pursuant to the provisions of an Indenture to be dated the Closing Date (as defined in Section 4 below), by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (the “Base Indenture”), and the First Supplemental Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to be dated the Closing Date, by and between the Company and the Trustee.
