PURCHASE AND SALE AGREEMENT BETWEEN SHC MEXICO HOLDINGS, LLC SHC HOLDINGS, LLC SBA VILLAS, LLC AND SANTA BARBARA US, L.P. AS SELLERS AND MT. JOYA HOLDINGS, LLC AND MT. JOYA OPERATIONS, LLC AS BUYERPurchase and Sale Agreement • February 27th, 2014 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
NOTE: The submission of a draft of this Agreement is not an offer to enter into a legally binding contract with respect to the purchase and sale of the Interests. The Parties shall be legally bound with respect to the purchase and sale of the Interests pursuant to the terms of this Agreement only if each of Sellers and Buyer have fully executed and delivered to each other a counterpart of this Agreement, including, without limitation, all Exhibits and Schedules hereto.
SECOND AMENDMENT TO RESTRUCTURING AGREEMENTRestructuring Agreement • February 27th, 2014 • Strategic Hotels & Resorts, Inc • Real estate investment trusts
THIS SECOND AMENDMENT TO RESTRUCTURING AGREEMENT (this “Agreement”) is entered into effective as of December 20, 2013 by and among U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, AS SUCCESSOR IN INTEREST TO BANK OF AMERICA, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF THE CITIGROUP COMMERCIAL MORTGAGE TRUST 2007-FL3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-FL3 (“Lender”), FMT SCOTTSDALE OWNER, LLC, a Delaware limited liability company (“Borrower”), WALTON/SHR FPH, LLC, a Delaware limited liability company (“Operating Lessee”) and WALTON STREET REAL ESTATE FUND VI, L.P., a Delaware limited partnership, WALTON STREET REAL ESTATE FUND VI-Q, L.P., a Delaware limited partnership, WALTON STREET REAL ESTATE FUND VI-E, L.P., a Delaware limited partnership, WALTON STREET REAL ESTATE INVESTORS VI, L.P., a Delaware limited partnership, WALTON STREET REAL ESTATE PARTNERS VI, L.P., a Delaware limited partnership, WALTON STREET REAL ESTATE PARTNERS VI-NGE, L.P., a Del
