0001193125-06-044029 Sample Contracts

U.S. $125,000,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 9, 2005 among STRATEGIC HOTEL FUNDING, L.L.C., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS, as the Lenders, DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Administrative...
Credit Agreement • March 2nd, 2006 • Strategic Hotel Capital Inc • Real estate investment trusts

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 9, 2005, is between STRATEGIC HOTEL FUNDING, L.L.C., a Delaware limited liability company (the “Borrower”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as the administrative agent (in such capacity, the “Administrative Agent”) and the various financial institutions as are or may become parties hereto (together with DBTCA, collectively the “Lenders” and individually, a “Lender”).

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SHC KSL PARTNERS, L.P. Among SHC DEL GP, LLC, SHC DEL LP, LLC, DCORO HOLDINGS, LLC, KSL DC NEWCO, LLC and HDC DC CORPORATION Dated: As of January 9, 2006
Limited Partnership Agreement • March 2nd, 2006 • Strategic Hotel Capital Inc • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is made and entered into as of January 9, 2006 (the “Effective Date”), by and among (i) SHC DEL GP, LLC, a Delaware limited liability company (hereinafter referred to as the “General Partner”), (ii) SHC DEL LP, LLC, a Delaware limited liability company (hereinafter referred to as “SHC LP”), (iii) DCORO HOLDINGS, LLC, a Delaware limited liability company (hereinafter referred to as “KKR LP”), (iv) KSL DC NEWCO, LLC, a Delaware limited liability company (collectively hereinafter referred to as “KSL LP”) (v) HDC DC CORPORATION, a Delaware corporation (hereinafter referred to as “DC Corp”). SHC LP, KKR LP, KSL LP and DC Corp are hereinafter referred to as the “Class A Limited Partners”. The General Partner and the Class A Limited Partners are hereinafter referred to as the “Class A Partners”. DC Corp, SHC LP, KSL LP are hereinafter referred to as the “Class B Limited Partners”. The Class A Partners and the Class B L

PURCHASE AND SALE AGREEMENT Between LD GEORGETOWN PLAZA ASSOCIATES LLC, SELLER, And SHC WASHINGTON, L.L.C., PURCHASER, For FOUR SEASONS HOTEL, WASHINGTON D.C. AND RELATED PROPERTY
Purchase and Sale Agreement • March 2nd, 2006 • Strategic Hotel Capital Inc • Real estate investment trusts • New York

THIS PURCHASE AND SALE AGREEMENT made as of January __, 2006 (the “Agreement”) by and between LD GEORGETOWN PLAZA ASSOCIATES LLC (“Seller”), a Delaware limited liability company, having an office at 20 Westport Road, Wilton, Connecticut 06897, and SHC WASHINGTON, L.L.C. (“Purchaser”), a Delaware limited liability company having an office at 77 West Wacker Drive, Suite 4600, Chicago, IL 60601.

AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF HDC NORTH BEACH DEVELOPMENT, LLLP Among DTRS NORTH BEACH DEL CORONADO, LLC, DCORO HOLDINGS, LLC, KSL DC NEWCO, LLC AND HDC DC CORPORATION Dated: As of January 9, 2006
Limited Liability Limited Partnership Agreement • March 2nd, 2006 • Strategic Hotel Capital Inc • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is made and entered into as of January 9, 2006 (the “Effective Date”), by and among (i) DTRS NORTH BEACH DEL CORONADO, LLC, a Delaware limited liability company (hereinafter referred to as “SHC TRS”), (ii) KSL DC NEWCO, LLC, a Delaware limited liability company (hereinafter referred to as “KSL Newco”), (iii) DCORO HOLDINGS, LLC, a Delaware limited liability company (hereinafter referred to as “KKR LP”) and (iv) HDC DC CORPORATION, a Delaware corporation (hereinafter referred to as “DC Corp”). SHC TRS, KSL Newco, KKR LP and DC Corp are hereinafter referred to as the “Class A Limited Partners”. The General Partner and the Class A Limited Partners are hereinafter referred to as the “Class A Partners”. DC Corp, SHC TRS and KSL Newco are hereinafter referred to as the “Class B Limited Partners”. The Class A Partners and the Class B Limited Partners are hereinafter referred to as the “Partners”.

AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 2nd, 2006 • Strategic Hotel Capital Inc • Real estate investment trusts

THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), between LD GEORGETOWN PLAZA ASSOCIATES LLC (the “Seller”) and SHC WASHINGTON, L.L.C. (the “Purchaser”) is dated as of February 22, 2006

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