14.17.
Limitations on Recourse.
152
14.18.
Judgment Currency.
153
14.19.
Right of Setoff.
153
14.20.
Termination of Liens.
154
14.21.
Severability.
154
14.22.
USA Patriot Act Notice.
154
14.23.
Termination or Modification of Commitments under Original Credit Agreement.
154
SECTION 15.
Nature of Borrowers' Obligations.
154
15.01.
Nature of Obligations.
154
SECTION 16.
U.S. Borrower Guaranty.
155
16.01.
The Guaranty.
155
16.02.
Bankruptcy.
155
16.03.
Nature of Liability.
155
16.04.
Guaranty Absolute.
156
16.05.
Independent Obligation.
156
16.06.
Authorization.
156
16.07.
Reliance.
157
16.08.
Subordination.
157
16.09.
Waivers.
158
16.10.
Guaranty Continuing.
159
16.11.
Binding Nature of Guaranties.
159
16.12.
Judgments Binding.
159
16.13.
Payments.
159
SCHEDULE I-A
Commitments
SCHEDULE I-B
Canadian Dollar Revolving Loan Sub-Commitments; Sterling Revolving Loan
Sub-Commitments and Euro Revolving Loan Sub-Commitments
SCHEDULE II
Lender Addresses and Applicable Lending Offices
SCHEDULE III
Certain Provisions Relating to Bankers' Acceptances
SCHEDULE IV
Subsidiaries
SCHEDULE V
Calculation of Mandatory Costs
SCHEDULE C-1
Alternative Currency Facility Valuation Dates
SCHEDULE 8.20
Indebtedness
EXHIBIT A
Notice of Borrowing
EXHIBIT B-1
Dollar Revolving Note
EXHIBIT B-2
Canadian Dollar Revolving Note
EXHIBIT B-3
Sterling Revolving Note
EXHIBIT B-4
Euro Revolving Note
EXHIBIT C
Letter of Credit Request
EXHIBIT D
Section 5.04(b)(ii) Certificate
EXHIBIT E-1
Opinion of Elizabeth A. Abdoo, Esq., General Counsel to HHRI, and counsel to
the U.S. Borrower
EXHIBIT E-2
Opinion of Hogan & Hartson L.L.P., special counsel to the Credit Parties
EXHIBIT E-3
Opinion of Blake, Cassels & Graydon, LLP, special Canadian counsel to the
Credit Parties
EXHIBIT E-4
Opinion of Cox, Hanson O'Reilly Matheson, special Canadian counsel to the
Credit Parties
EXHIBIT F
Secretaries' Certificate
EXHIBIT G
Pledge and Security Agreement
EXHIBIT H
Subsidiaries Guaranty
EXHIBIT I
Solvency Certificate
EXHIBIT J
Additional Revolving Loan Commitment Agreement
EXHIBIT K
Form of Corporate Forecast
EXHIBIT L
Assignment and Assumption Agreement
EXHIBIT M
Senior Note Indenture, the Twelfth Supplemental Indenture and the Specified
Indenture
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 25, 2007, among HOST
HOTELS & RESORTS, L. P. (f/k/a HOST MARRIOTT, L.P.), a Delaware limited
partnership (the "U.S. Borrower"), HOST EURO BUSINESS TRUST, a Maryland business
trust (the "U.S. Subsidiary Borrower"), each CANADIAN REVOLVING LOAN BORROWER
from time to time party hereto, the LENDERS party hereto from time to time, and
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the
"Administrative Agent").
WITNESSETH:
WHEREAS, the U.S. Borrower is party to the Original Credit Agreement (as defined
below) and desires to amend and restate the Original Credit Agreement in its
entirety with this Agreement as set forth below; and
WHEREAS, subject to and upon the terms and conditions set forth herein, the
Lenders are willing to make available to the Borrowers the respective credit
facilities provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1. Definitions and Accounting Terms.
1.01. Defined Terms. As used in this Agreement, the following terms shall have
the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
"Absolute Rate"