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 [ ], 2012Guarantee Agreement • March 2nd, 2012 • BEE Financing Trust III • 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.
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 [ ], 2012...Declaration of Trust • March 2nd, 2012 • BEE Financing Trust III • 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
