April 7, 2005 Strategic Hotel Capital, Inc. Attn: General Counsel
Exhibit 10.2
April 7, 2005
Strategic Hotel Capital, Inc.
Attn: General Counsel
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Chicago, Illinois 60601
Re: Termination of Observer Agreement
Ladies and Gentlemen:
The undersigned hereby agree to terminate the Observer Agreement, dated as of June 29, 2004, by and among the undersigned and the Company (the “Observer Agreement”), such termination not to be effective unless and until Xxxxxx X. Xxxxxx is elected to the Board of Directors of Strategic Hotel Capital, Inc. (the “Company”) at its 2005 annual stockholders’ meeting; provided, however, that the confidentiality obligations set forth in Section 3.11 of the Observer Agreement shall survive the termination of the Observer Agreement in accordance with the terms thereof.
| Very truly yours, | ||||
| THE PRUDENTIAL INSURANCE COMPANY OF AMERICA | ||||
| By: |
Prudential Investment Management, Inc., its Attorney-in-Fact | |||
| By: | /S/ XXXXXX X. XXXXXX | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
April , 2005
Page 2
| PIC REALTY CORPORATION | ||||
| By: |
Prudential Investment Management, Inc., its Attorney-in-Fact | |||
| By: | /S/ XXXXXX X. XXXXXX | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| STRATEGIC VALUE INVESTORS, LLC | ||||
| By: |
Prudential Investment Management, Inc., its Attorney-in-Fact | |||
| By: | /S/ XXXXXX X. XXXXXX | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| PRUDENTIAL ASSETS, LLC | ||||
| By: |
Prudential Investment Management, Inc., its | |||
| Attorney-in-Fact | ||||
| By: | /S/ XXXXXX X. XXXXXX | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| PRUDENTIAL INVESTMENT MANAGEMENT, INC. | ||||
| By: |
/S/ XXXXXX X. XXXXXX | |||
| Name: |
Xxxxxx X. Xxxxxx | |||
| Title: |
Vice President | |||
April , 2005
Page 3
| (SHC/OLAYAN) REDEMPTION VEHICLE, LLC | ||||
| By: |
Prudential Investment Management, Inc., its Attorney-in-Fact | |||
| By: | /S/ XXXXXX X. XXXXXX | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| SVI (SHC/HOUSTON) REDEMPTION VEHICLE, LLC | ||||
| By: |
Prudential Investment Management, Inc., its Attorney-in-Fact | |||
| By: | /S/ XXXXXX X. XXXXXX | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
Agreed and Accepted as of the date written above.
| STRATEGIC HOTEL CAPITAL, INC. | ||
| By: |
/S/ XXXXXXXX X. XXXXXX | |
| Name: |
Xxxxxxxx X. Xxxxxx | |
| Title: |
President and Chief Executive Officer | |
