EXHIBIT 4
STRATEGIC HOTEL CAPITAL, INC.
LOCK-UP AGREEMENT
June 23, 2004
Xxxxxxx, Xxxxx & Co.,
As representative of the several Underwriters
named in Schedule I to the Underwriting Agreement
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Strategic Hotel Capital, Inc. - Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands that you, as representative (the
"Representative"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named in Schedule I to such agreement (collectively,
the "Underwriters"), with Strategic Hotel Capital, Inc., a Maryland corporation
(the "Company"), providing for a public offering of the Common Stock, par value
$0.01 per share, of the Company (the "Shares") pursuant to a Registration
Statement on Form S-11 to be filed with the Securities and Exchange Commission
(the "SEC").
In consideration of the agreement by the Underwriters to offer and sell
the Shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that, during
the period beginning from the date hereof and continuing to and including the
date 180 days after the date of the final Prospectus covering the initial public
offering of the Shares (the "IPO"), the undersigned will not offer, sell,
contract to sell, pledge, grant any option to purchase, make any short sale or
otherwise dispose of any shares of Common Stock of the Company, or any options
or warrants to purchase any shares of Common Stock of the Company, or any
securities convertible into, exchangeable for or that represent the right to
receive shares of Common Stock of the Company, whether now owned or hereinafter
acquired, owned directly by the undersigned (including holding as a custodian)
or with respect to which the undersigned has beneficial ownership within the
rules and regulations of the SEC (collectively the "Undersigned's Shares");
provided, however, that the foregoing restriction shall not apply to any Shares
acquired in the open market following the consummation of the IPO if (and only
if) any disposition of such Shares would not trigger any requirement upon the
undersigned to file with the Securities and Exchange Commission a Schedule 13D
pursuant to Regulation 13d-1 under the Securities Exchange Act of 1934, as
amended.
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or which reasonably could be expected to lead to or result in a sale or
disposition of the Undersigned's Shares even if such Shares would be disposed of
by someone other than the undersigned. Such prohibited hedging or other
transactions would include without limitation any short sale or any purchase,
sale or grant of any right (including without limitation any put or call option)
with respect to any of the Undersigned's Shares or with respect to any security
that includes, relates to, or derives any significant part of its value from
such Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof receiving in excess of 1,000 of the Undersigned's Shares agree
to be bound in writing by the restrictions set forth herein, (ii) to any trust,
limited partnership or similar vehicle for the direct or indirect benefit of the
undersigned or the immediate family of the undersigned, provided that the
trustee of the trust, the general partner of the limited partnership or the
person holding the similar position in another vehicle agrees to be bound in
writing by the restrictions set forth herein, and provided further that any such
transfer shall not involve a disposition for value, (iii) to persons who are
executive officers of the Company or its affiliates in exchange for their
ownership interests in Strategic Hotel Capital, L.L.C. (up to a maximum of
100,000 Shares), or (iv) with the prior written consent of Xxxxxxx, Xxxxx & Co.
on behalf of the Underwriters. For purposes of this Lock-Up Agreement, any
transfer by the undersigned of the Undersigned's Shares pursuant to clause (ii)
above in consideration for an ownership interest in such limited partnership,
trust or similar vehicle shall be deemed to not involve a disposition for value.
In addition, for purposes of this Lock-Up Agreement, "immediate family" shall
mean any relationship by blood, marriage or adoption, not more remote than first
cousin. In addition, notwithstanding the foregoing, if the undersigned is a
corporation, limited liability company or limited partnership, the undersigned
may transfer the Undersigned's Shares to any wholly-owned subsidiary or parent
entity (which may be organized as a corporation, limited liability company or
limited partnership) of the undersigned; provided, however, that in any such
case, it shall be a condition to the transfer that the transferee execute an
agreement stating that the transferee is receiving and holding such securities
subject to the provisions of this Agreement and there shall be no further
transfer of such securities except in accordance with this Agreement, and
provided further that any such transfer shall not involve a disposition for
value. For purposes of this Lock-Up Agreement, any transfer by the undersigned
of the Undersigned's Shares pursuant to the immediately preceding sentence in
consideration for an ownership interest in such wholly-owned subsidiary or
parent entity shall be deemed to not involve a disposition for value. The
undersigned will have, as of the Time of Delivery (as defined in the
Underwriting Agreement), and, except as contemplated by clause (i), (ii), (iii),
or (iv) above, for the duration of this Lock-Up Agreement will continue to have,
good and marketable title to the Undersigned's Shares, free and clear of all
liens, encumbrances, and claims whatsoever. The undersigned also agrees and
consents to the entry of stop transfer instructions with the Company's transfer
agent and registrar against the transfer of the Undersigned's Shares except in
compliance with the foregoing restrictions.
2
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.
Very truly yours,
W9/WHSHC, L.L.C.
-----------------------------------------
Exact Name of Shareholder
By: Whitehall Street Real Estate Limited
Partnership IX, Managing Member
By: WH Advisors, L.P. IX, General
Partner
By: Whitehall IX/X, Inc.
Managing Member
By: /S/ XXXX XXXXXXXXX
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Name: Xxxx Xxxxxxxxx
Title: Vice President
Authorized Signature
