EXHIBIT 1
JOINT FILING AGREEMENT
AND
POWER OF ATTORNEY
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This Joint Filing Agreement and Power of Attorney, dated as of April
13, 1999, (this "Agreement") is by and among Xxxxxx X. Alter, Xxxxxxx X.
Xxxxxxxxx, Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxxx and each other person or entity
which shall execute and deliver a counterpart of the Agreement after the date
hereof (each such person or entity, a "Reporting Person" and collectively, the
"Reporting Persons"). Certain of the Reporting Persons are or may be in the
future the beneficial owners of $0.01 par value per share of Common Stock (the
"Common Stock") of Sunstone Hotel Investors, Inc., a Maryland corporation (the
"Company").
One or more of the Reporting Persons may now or in the future be
required to file statements or reports with the Securities and Exchange
Commission (the "Commission") in respect of the Common Stock, pursuant to
Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the
"Act") and the rules and regulations thereunder (each such statement or report,
an "SEC Filing").
1. Joint Filing Agreement. The Reporting Persons hereby agree that any SEC
Filing (including, without limitation, any statement on Schedule 13D), filed
with the Commission by any Reporting Person in respect of the Company is, and
any amendment thereto filed by any Reporting Person will be, filed on behalf of
each Reporting Person named in such SEC Filing or amendment.
2. Power of Attorney. Each Reporting Person hereby constitutes and appoints
Xxxxxx X. Alter and Xxxxxxx X. Xxxxxxxxx (together "Attorney-in-Fact"), and each
of them, its or his true and lawful attorney-in-fact, with full powers of
substitution and resubstitution, for it or him and in its or his name, place and
xxxxx, in any and all capacities, to sign any SEC Filing (including, without
limitation, any statement on Schedules 13D, Schedules 13E-3 and Initial
Statements of Beneficial Ownership of Securities on Forms 3, 4 and 5 with
respect to the Common Stock), relating to the Company, and any and all
amendments thereto, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Commission, granting unto each of
said Attorneys-in-Fact full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that each of said Attorneys-in-Fact or his or her
substitute may lawfully do or cause to be done by virtue hereof.
3. Miscellaneous. (i) Each Reporting Person shall be responsible for the
timely filing of the SEC Filing and any amendments thereto, and for the
completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning any other Reporting Person contained therein, except to
the extent that he or it knows or has reason to believe that such information is
inaccurate.
(ii) This Agreement shall continue unless terminated by any Reporting
Person hereto. Termination by one Reporting Person shall not constitute
termination of this Agreement by any of the other Reporting Person.
(iii) Each Attorney-in-Fact and Xxxxxx X. Xxxxxxxxxxx, Esq., of Battle
Xxxxxx, LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, is hereby designated
as the person authorized to receive notices and communications with respect to
any SEC Filing and any amendments thereto.
(iv) This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.
(v) This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[Signature Page immediately follows]
SIGNATURE PAGE TO JOINT FILING AGREEMENT AND POWER OF ATTORNEY
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
pursuant to the requirements of the Act as of the date first written above.
/s/ Xxxxxx X. Alter
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Xxxxxx X. Alter
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
