Exhibit 10.9 U.S. $120,000,000 CREDIT AGREEMENT, dated as of June__, 2004,Credit Agreement • June 18th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts
FORM OFLease Agreement • June 8th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts
Exhibit 10.8 LOAN AGREEMENT ($220,000,000 Fixed Rate Public Company Loan) Dated as of June __, 2004Loan Agreement • June 18th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
LIMITED LIABILITY COMPANY AGREEMENT OF STRATEGIC HOTEL FUNDING, L.L.C.Limited Liability Company Agreement • June 18th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • Delaware
Exhibit 10.15 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of June 8, 2004 (the "Effective Date"), by and between LAURENCE S. GELLER (the "Executive") and STRATEGIC HOTEL CAPITAL, INC. (the "Company"); WITNESSETH...Employment Agreement • June 8th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • Delaware
AMENDMENT TO LOAN AGREEMENTLoan Agreement • September 7th, 2005 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
Exhibit 1.1 Strategic Hotel Capital, Inc. Common Stock, par value $0.01 per share Underwriting Agreement ----------------------Underwriting Agreement • August 11th, 2005 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
STRATEGIC HOTELS & RESORTS, INC. 20,000,000 Shares of Common Stock, par value $0.01 per share Underwriting AgreementStrategic Hotels & Resorts, Inc • December 4th, 2014 • Real estate investment trusts • New York
Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities LLC (the “Underwriter”), an aggregate of 20,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriter, up to an additional 3,000,000 shares of Common Stock of the Company (the “Option Shares”) to cover over-allotments, if any. The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
STRATEGIC HOTELS & RESORTS, INC. 16,000,000 Shares of Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • April 19th, 2012 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 16,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,400,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” Pursuant to a Rights Agreement (the “Rights Agreement”) dated as of November 14, 2008, as amended, between the Company and Mellon Investor Services LLC, the Common Stock is issued and trades with preferred share purchase rights (the “Rights”).
EXECUTION COPY VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is entered into as of June 8, 2004 and effective upon the closing of the initial public offering of Common Stock (as defined herein) of the Company (as defined below), by and...Voting Agreement • June 18th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
Exhibit 1 STRATEGIC HOTEL CAPITAL, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • June 8th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
VOTING AGREEMENTVoting Agreement • June 18th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
Exhibit 10.19 ENGAGEMENT AGREEMENT April __, 2004 Strategic Hotel Capital LLC [Address] Chicago, Illinois [Zip] Attention: Mr. Laurence Geller RE: Advisory Services Dear Mr. Geller: This will confirm the understanding and agreement (the "Agreement")...Engagement Agreement • June 18th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New Jersey
LOAN AGREEMENTLoan Agreement • September 4th, 2014 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of August 29, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and assigns, collectively, “Lender”), and SHC CHOPIN PLAZA, LLC (together with its permitted successors and assigns, “Fee Borrower”), a Delaware limited liability company and having an address at c/o Strategic Hotels & Resorts, Inc., 200 W. Madison Street, Suite 1700, Chicago, Illinois 60606.
FORM OF REGISTRATION RIGHTS AGREEMENT (Principal Investors)Form of Registration Rights Agreement • April 9th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
DISTRIBUTION AGREEMENTDistribution Agreement • February 25th, 2015 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
U.S. $188,500,000 FLOATING RATE PUBLIC COMPANY NOTES DUE JULY 9, 2006 INDENTUREIndenture • June 18th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
Exhibit 10.1 AGREEMENT FOR SALE AND PURCHASE OF HOTEL MARRIOTT CHICAGO SCHAUMBURGAgreement for Sale • September 13th, 2005 • Strategic Hotel Capital Inc • Real estate investment trusts • Illinois
LOAN AND SECURITY AGREEMENT Dated as of March 9, 2007 Between SHC HALF MOON BAY, LLC as Borrower and COLUMN FINANCIAL, INC., as LenderLoan and Security Agreement • February 25th, 2010 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
THIS LOAN AND SECURITY AGREEMENT dated as of March 9, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between SHC HALF MOON BAY, LLC, a Delaware limited liability company, (the “Borrower”) having an office at c/o Strategic Hotel Funding, L.L.C., 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, and COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and assigns, “Lender”).
GUARANTEE AGREEMENT by and between STRATEGIC HOTELS & RESORTS, INC., as Guarantor and WILMINGTON TRUST COMPANY, as Guarantee Trustee relating to BEE FINANCING TRUST [ ] Dated as of [ ], 2011Guarantee Agreement • February 25th, 2011 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
* This Cross-Reference Table does not constitute part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.
STRATEGIC HOTELS & RESORTS, INC. and MELLON INVESTOR SERVICES LLC, Rights Agent RIGHTS AGREEMENT Dated as of November 14, 2008Rights Agreement • November 19th, 2008 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
THIS RIGHTS AGREEMENT (this “Agreement”), dated as of November 14, 2008, is made between Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).
CREDIT AGREEMENT among STRATEGIC HOTEL FUNDING, L.L.C., as Borrower and VARIOUS FINANCIAL INSTITUTIONS, as the Lenders, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, DEUTSCHE BANK SECURITIES INC. and J.P. MORGAN SECURITIES LLC, as Co-Lead...Credit Agreement • May 1st, 2014 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
FORM OF HOTEL MANAGEMENT AGREEMENTHotel Management Agreement • April 9th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
OFOperating Agreement • May 12th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • Delaware
LOAN AGREEMENT Dated as of March 8, 2013 Between BSK DEL PARTNERS, LLC, a Delaware limited liability company, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and GERMAN AMERICAN CAPITAL CORPORATION, collectively, as LenderLoan Agreement • March 14th, 2013 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of March 8, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation having an address at 60 Wall Street, New York, New York 10005 (together with their respective successors and/or assigns, each a “Co-Lender” and, collectively, “Lender”), and BSK DEL PARTNERS, LLC, having its principal place of business at c/o Blackstone Real Estate Partners VI L.P., 345 Park Avenue, New York, New York 10154 (“Borrower”).
Underwriting AgreementUnderwriting Agreement • September 26th, 2007 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Raymond James & Associates, Inc. (the “Underwriter”) an aggregate of 425,000 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 63,750 additional shares (the “Optional Shares”) of 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
LOAN AND SECURITY AGREEMENT Dated as of May 27, 2015 by and among SHC HALF MOON BAY, LLC, as Borrower, DEUTSCHE BANK AG NEW YORK BRANCH and THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders, DEUTSCHE BANK AG NEW YORK BRANCH, as...Loan and Security Agreement • August 6th, 2015 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
THIS LOAN AND SECURITY AGREEMENT dated as of May 27, 2015 (as Modified from time to time, this Agreement), by and among SHC HALF MOON BAY, LLC, a Delaware limited liability company (Borrower), having an office at c/o Strategic Hotel Funding, L.L.C., 200 West Madison, Suite 1700, Chicago, Illinois 60606, THE LENDERS FROM TIME TO TIME PARTY HERETO (together with their successors and assigns, collectively and severally, Lenders); and DEUTSCHE BANK AG NEW YORK BRANCH (DBNY), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, Administrative Agent).
AMENDED AND RESTATED DECLARATION OF TRUST among STRATEGIC HOTELS & RESORTS, INC., as Sponsor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of [ ], 2011...Declaration of Trust • February 25th, 2011 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • Delaware
BEE Financing Trust [ ], a statutory trust created under the laws of the State of Delaware (the “Issuer Trust”), hereby certifies that Strategic Hotels & Resorts, Inc. (the “Holder”) is the registered owner of [10 common securities] of the Issuer Trust representing common undivided beneficial interests in the assets of the Issuer Trust and designated the [ ]% Fixed to Floating Rate Common Securities (liquidation amount $1,000 per Common Security) (the “Common Securities”). Except in accordance with Section 5.11 of the Trust Agreement (as defined below), the Common Securities are not transferable and, to the fullest extent permitted by law, any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and pro
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2005 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is dated as of March 16, 2005, by and between Strategic Hotel Capital, Inc., a Maryland corporation (the “Company”), and Deutsche Bank Securities Inc. and Goldman, Sachs & Co. (together, the “Initial Purchasers”).
LIMITED LIABILITY COMPANY AGREEMENT OF SHR ESSEX HOUSE CONDOMINIUMS HOLDINGS, LLC Dated as of September 14, 2012Limited Liability Company Agreement • November 8th, 2012 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF SHR Essex House Condominiums Holdings, LLC, dated as of September 14, 2012 (the “Effective Date”), as amended, restated, replaced, supplemented or otherwise modified from time to time (this “Agreement”), is made by and between Monroe EH Condo Investment, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Monroe”) and SHC DTRS, Inc., a Delaware corporation (together with its successors and permitted assigns, “SHR”).
LOAN AGREEMENT Dated as of July 28, 2011 Between SHC MICHIGAN AVENUE, LLC and NEW DTRS MICHIGAN AVENUE, LLC, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as LenderLoan Agreement • July 29th, 2011 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of July 28, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”) and SHC MICHIGAN AVENUE, LLC, a Delaware limited liability company, having its principal place of business at 200 West Madison Street, Suite 1700, Chicago, Illinois 60606 (“Fee Owner”) and NEW DTRS MICHIGAN AVENUE, LLC a Delaware limited liability company, having its principal place of business at 200 West Madison Street, Suite 1700, Chicago, Illinois 60606 (“Operating Lessee”)(Fee Owner and Operating Lessee, individually and collectively, as the context may require, being referred to herein as “Borrower”).
PURCHASE AND SALE AGREEMENT by and between PR LCP AUSTIN HOTEL TH LLC, a Delaware limited liability company and SHR AUSTIN, LLC, a Delaware limited liability company Property Name: The Four Seasons Hotel Austin Location: 98 San Jacinto Boulevard,...Purchase and Sale Agreement • August 6th, 2015 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • Texas
except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent.
NOTE (Mortgage Loan)Note • November 8th, 2006 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
NOTE, dated as of September 1, 2006 (this “Note”), by SHR SCOTTSDALE X, L.L.C., a Delaware limited liability company and SHR SCOTTSDALE Y, L.L.C., a Delaware limited liability company (each a “Co-Borrower” and collectively, on a joint and several liability basis, the “Borrower”), having an office at c/o Strategic Hotel Funding, L.L.C., 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, in favor of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (together with its successors and assigns, “Lender”), having an address at 388 Greenwich Street, New York, New York 10013.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SHC MICHIGAN AVENUE MEZZANINE II, LLC Dated as of , 2007Limited Liability Company Agreement • June 1st, 2007 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time in accordance with the terms hereof, this “Agreement”) dated as of , 2007 (the “Effective Date”) of SHC Michigan Avenue Mezzanine II, LLC, a Delaware limited liability company (the “Company”), is made by and among DND Hotel JV Pte Ltd, a Singapore company (“RECO”), and CIMS Limited Partnership, an Illinois limited partnership (“SHR”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in Article I hereof.
THE FAIRMONT SCOTTSDALE PRINCESS PURCHASE AND SALE AGREEMENT AMONG SHR SCOTTSDALE, L.L.C., a Delaware limited liability company, and DTRS SCOTTSDALE, L.L.C., a Delaware limited liability company, and SHR SCOTTSDALE Z, L.L.C., a Delaware limited...Purchase and Sale Agreement • June 10th, 2011 • Strategic Hotels & Resorts, Inc • Real estate investment trusts
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made to be effective as of the 9th day of June, 2011 (the “Effective Date”), by and among:
