FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUNSTONE HOTEL PARTNERSHIP, LLCLimited Liability Company Agreement • March 10th, 2005 • Sunstone Hotel Investors, Inc. • Hotels & motels • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of March , 2005 of Sunstone Hotel Partnership, LLC (the “Company”) is entered into by and among Sunstone Hotel Investors, Inc., as Managing Member (the “Managing Member”), and the Persons identified on the signature pages hereto (the “Non-Managing Members”), together with any other Persons who become Members (as defined herein) in the Company as provided herein;
2,000,000 Shares SUNSTONE HOTEL INVESTORS, INC. [ ]% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK, LIQUIDATION PREFERENCE $25.00 PER SHARE, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2005 • 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”) Two Million (2,000,000) shares of its [ ]% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), par value $0.01 per share (the “Shares”).
