FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE dated as of May 15, 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 (the "Indenture").
WHEREAS, the Company
and the Trustee executed and delivered the Indenture substantially in the form of Indenture previously filed as Exhibit 4.1 to the Registration Statement (No. 333-203127) filed with the Securities and Exchange Commission
("Commission") on Form S-3 by the Company;
WHEREAS, the Company desires to create a series of Securities to be issued
under the Indenture, as hereby supplemented, to be known as the 4.000% Series E Senior Notes due 2025 (hereinafter, the "Series E Notes");
WHEREAS, Section 9.1(i) of the Indenture provides that the Company and the Trustee may amend or supplement the Indenture without the
written consent of the Holders of the outstanding Securities to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by the Indenture;
WHEREAS, all acts and things prescribed by the Indenture, by law and by the organizational documents of the Company and the Trustee necessary
to make this First Supplemental Indenture a valid instrument legally binding on the Company and the Trustee, in accordance with its terms, have been duly done and performed; and
WHEREAS, all conditions precedent to amend or supplement the Indenture have been met.
NOW, THEREFORE, to comply with the provisions of the Indenture, and in consideration of the above premises, the Company and the Trustee
covenant and agree as follows:
Section 1.01 Nature of Supplemental Indenture. This First Supplemental Indenture supplements the Indenture and does and shall be
deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
Section 1.02 Establishment of New Series. Pursuant to Section 2.2 of the Indenture, there is hereby established the Series E
Notes having the terms, in addition to those set forth in the Indenture and this First Supplemental Indenture, set forth in the form of Series E Note, attached to this First Supplemental Indenture as Exhibit A, which is incorporated herein as a part
of this First Supplemental Indenture. In addition to the initial aggregate principal amount of Series E Notes issued on the Series Issue Date, the Company may issue additional Series E Notes under the Indenture and this First Supplemental Indenture
in accordance with Section 2.2 of the Indenture.
Section 1.03 Redemption. (a) Prior to 90 days before their Stated Maturity,
upon not less than 15 nor more than 60 days notice, the Company may redeem the Series E Notes at any time in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the Make-Whole Premium, together with
accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the
applicable redemption date).
(b) Notwithstanding the foregoing, within the period beginning on or after 90 days prior to their Stated
Maturity, upon not less than 15 nor more than 60 days notice, the Company may redeem the Series E Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest
thereon, if any, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the applicable redemption date).
(c) The Series E Notes will not have the benefit of any sinking fund.
(d) Notice of a redemption of the Series E Notes made pursuant to this Section 1.03 shall be given in the manner set forth in
Section 3.3 of the Indenture; provided, however, that any such notice need not set forth the redemption price but need only set forth the calculation thereof as described in subsection (a) of this Section 1.03. The redemption price,
calculated as aforesaid, shall be set forth in an Officers Certificate delivered by the Company to the Trustee no later than one Business Day prior to the redemption date.
Section 2.01 For all purposes of this First Supplemental Indenture, except as otherwise expressly provided or unless the context
(a) A term defined in the Indenture and not otherwise defined herein has the same meaning when used in this First
Supplemental Indenture; and
(b) The following terms have the meanings given to them in this Section 2.01 and shall have the meaning
set forth below for the purposes of this First Supplemental Indenture and the Indenture solely with respect to the Series E Notes:
"Acquired Indebtedness" means Indebtedness of a person (1) existing at the time such person is merged or consolidated
with or into, or becomes a Subsidiary of the Company or (2) assumed by the Company or any of its Subsidiaries in connection with the acquisition of assets from that person; provided that Indebtedness of such person which is redeemed,
defeased (including the deposit of funds in a valid trust for the exclusive benefit of Holders and the Trustee thereof, sufficient to repay such Indebtedness in accordance with its terms), retired or otherwise repaid at the time of or immediately
upon consummation of the transactions by which such person is acquired shall not be included as Acquired Indebtedness. Acquired Indebtedness
shall be deemed to be incurred on the date the acquired person is merged or consolidated with or into, or becomes a Subsidiary of, the Company or the date of the related acquisition, as the case
"Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any
Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange at the relevant time.
"Capitalized Lease" means, as applied to any person, any lease of any property (whether real, personal or mixed) of which the
discounted present value of the rental obligations of such person as lessee, in conformity with GAAP, is required to be capitalized on the balance sheet of such person.
"Capitalized Lease Obligations" means the discounted present value of the rental obligations under a Capitalized Lease as
reflected on the balance sheet of such person in accordance with GAAP.
"Certificated Note" means a certificated Series E
Note registered in the name of the Holder thereof and issued in accordance with Section 4.01 of this First Supplemental Indenture, in the form of Exhibit A to this First Supplemental Indenture, except that such Certificated Note shall not
include the information called for by footnotes 1, 2 and 3 thereof.
"Clearstream" means Clearstream Banking S.A., or its
"Consolidated EBITDA" for any period means the Companys Consolidated Net Income and the Consolidated
Net Income of its Subsidiaries for such period, plus amounts which have been deducted and minus amounts which have been added for, without duplication: (1) interest expense on Indebtedness; (2) provision for taxes based on income;
(3) amortization of debt discount and deferred financing costs; (4) gains and losses on sales or other dispositions of depreciable properties and other investments, other than from (i) sales of inventory and (ii) timeshare assets
held for sale, in each case, in the ordinary course of business; (5) property depreciation and amortization, including any impairment charges; (6) the effect of any non-cash items; and (7) amortization of deferred charges, all
determined on a consolidated basis in accordance with GAAP.
"Consolidated Net Income" for any period means the amount of
net income, or loss, for the Company and its Subsidiaries for such period, excluding, without duplication, (1) extraordinary items, (2) the portion of net income for the Company and its Subsidiaries allocable to non-controlling interests
in unconsolidated persons to the extent that cumulative cash dividends or distributions have not actually been received by the Company or one of its Subsidiaries and (3) the portion of net losses for the Company and its Subsidiaries allocable
to non-controlling interests in unconsolidated persons, all determined on a consolidated basis in accordance with GAAP.
"Depositary" means, with respect to the Series E Notes issuable or issued in whole or in part in global form, the Depository
Trust Company ("DTC"), and any and all successors thereto appointed as depositary by the Company.
"Credit Facility" means the credit facility established pursuant to the Second
Amended and Restated Credit Agreement, dated as of June 27, 2014 among the Company, the other subsidiary borrowers named therein, Bank of America, N.A., as Administrative Agent, and other agents and lenders party thereto, together with all
other agreements, instruments and documents executed or delivered pursuant thereto or in connection therewith, in each case as such agreements, instruments or documents may be amended, supplemented, extended, renewed, replaced or otherwise modified
or restructured from time to time (including by way of adding Subsidiaries of the Company as additional borrowers or guarantors thereof), whether by the same or any other agent, lender or group of lenders (including by means of sales of debt
securities to institutional investors).
"Euroclear" means Euroclear Bank S.A./N.V., or its successor, as operator of the
"Existing Senior Notes" means amounts outstanding from time to time of (i) the 5 7⁄8% Senior Notes due 2019; (ii) the 6% Senior Notes due 2020; (iii) the 6% Senior Notes due 2021; (iv) the
5 1⁄4% Senior Notes due 2022; (v) the 4 3⁄4% Senior Notes due
2023; (vi) the 3 3⁄4% Senior Notes due 2023; and (vii) the
2 1⁄2% Exchangeable Senior Debentures due 2029, in each case, not in excess of amounts outstanding immediately following the date hereof of the Series E Notes,
less amounts retired from time to time.
"Global Note" means a Series E Note that includes the information referred to in
footnotes 1, 2 and 3 to the form of Series E Note, attached to this First Supplemental Indenture as Exhibit A, issued under the Indenture, that is deposited with or on behalf of and registered in the name of the Depositary or a nominee of the
"Global Note Legend" means the legend set forth in Section 4.01(f) of this First Supplemental
Indenture, which is required to be placed on all Global Notes issued under the Indenture.
means an entity that, with respect to DTC, clears through or maintains a direct or indirect custodial relationship with a Participant.
"Interest Expense" means, for any period, the Companys interest expense and the interest expense of its Subsidiaries
for such period, including, without duplication, (1) all amortization of debt discount, but excluding the amortization of fees or expenses incurred in order to consummate the sale of debt securities or to establish the Credit Facility,
(2) all accrued interest, (3) all capitalized interest, and (4) the interest component of Capitalized Lease Obligations, all determined on a consolidated basis in accordance with GAAP.
"Make-Whole Premium" means, with respect to any Series E Note at any redemption date, the amount calculated by the Company of
the excess, if any, of (a) the present value of the sum of the principal amount and all remaining interest payments (not including any portion of such payments of interest accrued as of the redemption date), discounted on a semi-annual bond
equivalent basis from such maturity date to the redemption date at a per annum interest rate equal to the sum of the Treasury Yield (determined on the Business Day immediately preceding the date of such redemption), plus 30 basis points, over
(b) the principal amount of the Series E Note being redeemed.
"Participant" means, with respect to the Depositary, Euroclear or Clearstream, a
Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Clearstream).