SUNSTONE HOTEL INVESTORS, INC. (a Maryland corporation) 4,000,000 Shares of 5.70% Series I Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2021 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
SUNSTONE HOTEL INVESTORS, INC. (a Maryland corporation) 20,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • October 21st, 2009 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
TERM LOAN AGREEMENT Dated as of May 1, 2023 by and among SUNSTONE HOTEL PARTNERSHIP, LLC,Term Loan Agreement • May 5th, 2023 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
THIS TERM LOAN AGREEMENT (this “Agreement”) dated as of May 1, 2023, by and among SUNSTONE HOTEL PARTNERSHIP, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), SUNSTONE HOTEL INVESTORS, INC., a corporation formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.5. (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), with each of BOFA SECURITIES, INC., WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., REGIONS CAPITAL MARKETS, TRUIST BANK and U.S. BANK NATIONAL ASSOCIATION, as joint Lead Arrangers (in such capacities, the “Lead Arrangers”), each of BOFA SECURITIES, INC., WELLS FARGO SECURITIES, LLC and JPMORGAN CHASE BANK, N.A., as joint Bookrunners (the “Bookrunners”), each of WELLS FARGO SECURITIES, LLC and JPMORGAN CHASE BANK, N.A., as Syndication Agents (t
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 26, 2009 among SUNSTONE HOTEL PARTNERSHIP, LLC, as Borrower, SUNSTONE HOTEL INVESTORS, INC., as the Parent, THE SUBSIDIARY GUARANTORS NAMED HEREIN, as Subsidiary Guarantors, THE INITIAL LENDERS,...Credit Agreement • August 5th, 2009 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 26, 2009 (this “Agreement”) among SUNSTONE HOTEL PARTNERSHIP, LLC, a Delaware limited liability company (the “Borrower”), SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation (the “Parent”), the entities listed on the signature pages hereof as the guarantors (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 7.05, the “Subsidiary Guarantors”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the “Initial Lenders”), CITIBANK, N.A., as the initial issuer of Letters of Credit (as hereinafter defined) (the “Initial Issuing Bank”), the Swing Line Bank (as hereinafter defined), CITICORP NORTH AMERICA, INC. (“CNAI”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for the Lender Parties (as hereinafter defined), CNAI, as
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 25, 2022 by and amongCredit Agreement • July 27th, 2022 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of July 25, 2022, by and among SUNSTONE HOTEL PARTNERSHIP, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), SUNSTONE HOTEL INVESTORS, INC., a corporation formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.5. (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with each of WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., PNC CAPITAL MARKETS LLC, U.S. BANK NATIONAL ASSOCIATION, TRUIST SECURITIES, INC, and THE HUNTINGTON NATIONAL BANK, as joint Lead Arrangers (in such capacities, the “Lead Arrangers”), each of WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC. and JPMORGAN CHASE BANK, N.A., as joint Bookrunners (the “Bookrunners”), each
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2022 • Sunstone Hotel Investors, Inc. • Hotels & motels • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 29, 2022 (the “Effective Date”), is entered into by and among Sunstone Hotel Investors, Inc., a Maryland corporation (“Sunstone”), Sunstone Hotel Partnership, LLC, a Delaware limited liability company (the “Operating Partnership,” and together with Sunstone, the “Company”), and Christopher Ostapovicz (the “Executive”).
SUNSTONE HOTEL INVESTORS, INC. (a Maryland corporation) 8.0% Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 Per Share, Par Value $0.01 Per Share PURCHASE AGREEMENTPurchase Agreement • April 11th, 2006 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
Sunstone Hotel Investors, Inc. $300,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • February 27th, 2017 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
Sunstone Hotel Investors, Inc. $300,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • February 27th, 2017 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
Sunstone Hotel Investors, Inc., a Maryland corporation (the “Company”), and Sunstone Hotel Partnership, LLC, a Delaware limited liability company (the “Operating Partnership”), confirm their agreement (this “Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as follows:
SUNSTONE HOTEL PARTNERSHIP, LLC, Issuer, SUNSTONE HOTEL INVESTORS, INC., Parent Guarantor, CERTAIN SUBSIDIARIES OF SUNSTONE HOTEL INVESTORS, INC., Subsidiary Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, TrusteeIndenture • August 8th, 2007 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
INDENTURE dated as of June 18, 2007, among SUNSTONE HOTEL PARTNERSHIP, LLC, a Delaware limited liability company (the “Issuer”), having its principal offices at 903 Calle Amanecer, Suite 100, San Clemente, California 92673, SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation and the parent of the Issuer (the “Parent Guarantor”), having its principal offices at 903 Calle Amanecer, Suite 100, San Clemente, California 92673, CERTAIN SUBSIDIARIES OF THE PARENT GUARANTOR SIGNATORIES HERETO (including subsidiaries of the Parent Guarantor subsequently becoming guarantors, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
CONSENT AND FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 22, 2021Credit Agreement • November 26th, 2021 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 16, 2018, by and among SUNSTONE HOTEL PARTNERSHIP, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), SUNSTONE HOTEL INVESTORS, INC., a corporation formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.5. (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with each of WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC. (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), JPMORGAN CHASE BANK, N.A., PNC CAPITAL MARKETS
SUNSTONE HOTEL INVESTORS, INC. (a Maryland corporation) 6,700,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • September 14th, 2005 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2004 • Sunstone Hotel Investors, Inc. • Hotels & motels • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the Effective Date (as defined below), is entered into by and among Sunstone Hotel Investors, Inc., a Maryland corporation (“Sunstone”), Sunstone Hotel Partnership, LLC, a Delaware limited liability company (the “Operating Partnership”), and Robert A. Alter (the “Executive”).
EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUNSTONE HOTEL PARTNERSHIP, LLCLimited Liability Company Agreement • July 16th, 2021 • Sunstone Hotel Investors, Inc. • Hotels & motels • Delaware
The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.
LOAN AGREEMENT Dated as of January 22, 2013 Between RP/HH PARK PLAZA, LIMITED PARTNERSHIP, as Borrower and BANK OF AMERICA, N.A., as LenderLoan Agreement • August 7th, 2013 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
THIS LOAN AGREEMENT, dated as of January 22, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and RP/HH PARK PLAZA, LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at c/o Rockpoint Group, L.L.C., Woodlawn at Old Parkland, 3953 Maple Avenues, Suite 300, Dallas, Texas 75219 (together with its successors and/or assigns, “Borrower”).
REVOLVING CREDIT AGREEMENT Dated as of July 17, 2006 among SUNSTONE HOTEL PARTNERSHIP, LLC, as Borrower, SUNSTONE HOTEL INVESTORS, INC., as the Parent, THE SUBSIDIARY GUARANTORS NAMED HEREIN, as Subsidiary Guarantors, THE INITIAL LENDERS, INITIAL...Revolving Credit Agreement • July 18th, 2006 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
The Applicable Margin for each Base Rate Advance shall be determined by reference to the Leverage Ratio in effect from time to time and the Applicable Margin for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing shall be determined by reference to the Leverage Ratio in effect on the first day of such Interest Period; provided, however, that (a) no change in the Applicable Margin resulting from the Leverage Ratio shall be effective until three Business Days after the date on which the Administrative Agent receives (x) the financial statements required to be delivered pursuant to Section 5.03(b) or (c), as the case may be, and (y) a certificate of the Chief Financial Officer of the Borrower demonstrating the Leverage Ratio, and (b) the Applicable Margin shall be at Pricing Level I for so long as the Borrower has not submitted to the Administrative Agent as and when required under Section 5.03(b) or (c), as applicable, the information described in
SUNSTONE HOTEL INVESTORS, INC. (a Maryland corporation) 18,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2014 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUNSTONE HOTEL PARTNERSHIP, LLCLimited Liability Company Agreement • July 13th, 2005 • Sunstone Hotel Investors, Inc. • Hotels & motels • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of July 8, 2005 of Sunstone Hotel Partnership, LLC (the “Company”) is entered into by and among Sunstone Hotel Investors, Inc., as Managing Member (the “Managing Member”), and the Persons identified on the signature pages hereto (the “Non-Managing Members”), together with any other Persons who become Members (as defined herein) in the Company as provided herein;
SUNSTONE HOTEL INVESTORS, INC. (a Maryland corporation) 22,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2013 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
PURCHASE AND SALE AGREEMENT BY AND BETWEEN MARRIOTT INTERNATIONAL, INC. and SUNSTONE HOTEL INVESTORS, INC., April 27, 2005Purchase and Sale Agreement • May 3rd, 2005 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
THIS PURCHASE AND SALE AGREEMENT is made as of the 27th day of April, 2005 by and among MARRIOTT INTERNATIONAL, INC. (“Marriott”), and SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation, together with rights of assignment to Affiliates (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 7th, 2012 • Sunstone Hotel Investors, Inc. • Hotels & motels • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this day of , 20 (“Agreement”), by and between Sunstone Hotel Investors, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
LEASE AGREEMENT BETWEEN AS LESSOR AND AS LESSEE DATED AS OF , 20Lease Agreement • October 7th, 2004 • Sunstone Hotel Investors, Inc. • Hotels & motels
NOW, THEREFORE, Lessor, in consideration of the payment of rent by Lessee to Lessor, the covenants and agreements to be performed by Lessee, and upon the terms and conditions hereinafter stated, does hereby rent and lease unto Lessee, and Lessee does hereby rent and lease from Lessor, the Leased Property.
SUNSTONE HOTEL INVESTORS, INC. (a Maryland corporation) 4,000,000 Shares of 6.125% Series H Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2021 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2011 • Sunstone Hotel Investors, Inc. • Hotels & motels • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 14, 2011 (the “Effective Date”), is entered into by and among Sunstone Hotel Investors, Inc., a Maryland corporation (“Sunstone”), Sunstone Hotel Partnership, LLC, a Delaware limited liability company (the “Operating Partnership”), and John Arabia (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2014 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of July 17, 2014, between Sunstone Hotel Investors, Inc., a Maryland corporation (the “Company”) and BRE/Hawaii Holdings LLC, a Delaware limited liability company (together with its successors and assigns, the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2005 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of June 28, 2005, between Sunstone Hotel Investors, Inc., a Maryland corporation (the “Company”) and Security Capital Preferred Growth Incorporated, a Maryland corporation (together with its successors and assigns, the “Investor”).
SUNSTONE HOTEL INVESTORS, INC. (a Maryland corporation) 3,699,572 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • November 22nd, 2005 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
Sunstone Hotel Investors, Inc. $300,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • February 27th, 2017 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
AMENDED AND RESTATED LOAN AGREEMENT among SUNSTONE SH HOTELS L.L.C. SUNSTONE OF PROPERTIES L.L.C. SUNSTONE CHANDLER, LLC SHP OGDEN LLC jointly and severally, as the Borrowers The Lenders Party Hereto as Lenders and MASSACHUSETTS MUTUAL LIFE INSURANCE...Loan Agreement • February 22nd, 2005 • Sunstone Hotel Investors, Inc. • Hotels & motels • Massachusetts
This Amended and Restated Loan Agreement (this “Agreement”) is entered into as of October 26, 2004 among SUNSTONE SH HOTELS L.L.C. (“Sunstone SH”), SUNSTONE OP PROPERTIES L.L.C. (“Sunstone OP”), SHP OGDEN LLC (“SHP Ogden”), and SUNSTONE CHANDLER, LLC (“Sunstone Chandler”), each a Delaware limited liability company (each of Sunstone SH, Sunstone OP, SHP Ogden and Sunstone Chandler being referred to herein as a “Borrower” and, collectively, as the “Borrowers”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereof together with any successor thereto as registered owner of all or any portion of such lender’s promissory note pursuant to the terms hereof (individually, a “Lender” and, collectively, the “Lenders”); and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts, as administrative agent for the Lenders (in such capacity, together with its successors in su
2,000,000 Shares SUNSTONE HOTEL INVESTORS, INC. [ ]% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK, LIQUIDATION PREFERENCE $25.00 PER SHARE, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2005 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
Sunstone Hotel Investors, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) Two Million (2,000,000) shares of its [ ]% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), par value $0.01 per share (the “Shares”).
SUNSTONE HOTEL PARTNERSHIP, LLC Issuer, SUNSTONE HOTEL INVESTORS, INC., Parent Guarantor, SUNSTONE CENTER COURT, LLC, SUNSTONE QUINCY, LLC, and WSRH LAX AIRPORT, L.L.C., New Subsidiary Guarantors CERTAIN SUBSIDIARIES OF SUNSTONE HOTEL INVESTORS, INC.,...Third Supplemental Indenture • May 7th, 2009 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), is entered into as of July 29, 2008, among SUNSTONE HOTEL PARTNERSHIP, LLC, a Delaware limited liability company (the “Issuer”), SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation (the “Parent Guarantor”), Sunstone Center Court, LLC, a Delaware limited liability company, Sunstone Quincy, LLC, a Delaware limited liability company, and WSRH LAX Airport, L.L.C., a Delaware limited liability company (collectively, the “New Subsidiary Guarantors”), CERTAIN SUBSIDIARIES OF THE PARENT GUARANTOR SIGNATORIES HERETO (including subsidiaries of the Parent Guarantor subsequently becoming guarantors, the “Subsidiary Guarantors” and, together with the Parent Guarantor and the New Subsidiary Guarantors, the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having its Corporate Trust Off
SUNSTONE HOTEL INVESTORS, INC. (a Maryland corporation) 4,600,000 Shares of 6.950% Series E Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2016 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
SECOND AMENDMENT Dated as of December 21, 2020 to NOTE AND GUARANTEE AGREEMENT Dated as of December 20, 2016Note and Guarantee Agreement • December 23rd, 2020 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
SUNSTONE HOTEL PARTNERSHIP, LLC, a Delaware limited liability company (the “Issuer”), and SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation (the “Parent Guarantor,” and together with the Issuer, the “Constituent Companies” and individually, a “Constituent Company”), jointly and severally, agree with each of the Purchasers as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 15th, 2006 • Sunstone Hotel Investors, Inc. • Hotels & motels • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this __th day of , 200_ (“Agreement”), by and between Sunstone Hotel Investors, Inc., a Maryland corporation (the “Company”), and [name] (“Indemnitee”).
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (2022)Performance-Based Restricted Stock Unit Agreement • February 11th, 2022 • Sunstone Hotel Investors, Inc. • Hotels & motels • California
This Restricted Stock Unit Agreement (this “Agreement”), dated as of _____, 2022 (the “Grant Date”), is made by and between Sunstone Hotel Investors, Inc., a Maryland corporation (the “Company”), and _______________________(the “Participant”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below).
