24,265,000 Shares SUNSTONE HOTEL INVESTORS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2004 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
Sunstone Hotel Investors, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated are acting as Representatives (the “Representatives”), 21,100,000 shares (the “Firm Shares”) of its common stock, par value $0.01 per share (“Common Stock”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 3,165,000 shares of its Common Stock (the “Additional Shares”), if and to the extent that you, as Representatives of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” To the extent there are no additional Und
