EXHIBIT 2 STRATEGIC HOTEL CAPITAL, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • July 9th, 2004 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
June 23, 2004 Goldman, Sachs & Co., As representative of the several Underwriters named in Schedule I to the Underwriting Agreement c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Re: Strategic Hotel Capital, Inc. - Lock-Up Agreement...Lock-Up Agreement • July 9th, 2004 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies
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").
VOTING AGREEMENTVoting Agreement • July 9th, 2004 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
EXHIBIT 5 REGISTRATION RIGHTS AGREEMENT (PRINCIPAL INVESTORS) THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is made and entered into as of June 29, 2004, among Strategic Hotel Capital, Inc., a Maryland corporation (the "Company"), WHSHC,...Registration Rights Agreement • July 9th, 2004 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
EXHIBIT 7 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto)...Joint Filing Agreement • July 9th, 2004 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Strategic Hotel Capital, Inc., and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
