0001193125-07-074582 Sample Contracts

3.50% Exchangeable Senior Notes due 2012
Indenture • April 4th, 2007 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

INDENTURE, dated as of April 4, 2007, among Strategic Hotels & Resorts, Inc. (hereinafter called “Strategic Hotels”), Strategic Hotel Funding, L.L.C. (hereinafter called the “Issuer”) having its principal office at 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, and LaSalle Bank National Association, as trustee hereunder (hereinafter called the “Trustee”).

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150,000,000 3.50% Exchangeable Senior Notes due 2012 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2007 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of April 4, 2007, by and among Strategic Hotel Funding, L.L.C., a Delaware limited liability company (the “Issuer”), Strategic Hotels and Resorts, Inc., a Maryland corporation (“Strategic REIT”), and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (together, the “Initial Purchasers”) pursuant to that certain Purchase Agreement, dated March 29, 2007 (the “Purchase Agreement”), among the Issuer, Strategic REIT and the Initial Purchasers.

FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of March 29, 2007 among STRATEGIC HOTEL FUNDING, L.L.C., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS, as the Lenders, DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Administrative Agent DEUTSCHE BANK...
Credit Agreement • April 4th, 2007 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment) is dated as of March 29, 2007 by and among 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 to the Credit Agreement (as hereinafter defined) (together with DBTCA, collectively the Lenders and each individually, a Lender).

JPMorgan Chase Bank, National Association London EC4Y 0JP England March 29, 2007 Strategic Hotel Funding, L.L.C. Strategic Hotels & Resorts, Inc. Chicago, Illinois 60601 Attention: James Mead (Chief Financial Officer)
Strategic Hotels & Resorts, Inc • April 4th, 2007 • Real estate investment trusts • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into among JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”), Strategic Hotel Funding, L.L.C., a Delaware limited liability company (“Counterparty”) and Strategic Hotels & Resorts, Inc., a Maryland corporation (“Parent”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.

COMMON STOCK DELIVERY AGREEMENT
Common Stock Delivery Agreement • April 4th, 2007 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

This Common Stock Delivery Agreement (the “Agreement”) is being made as of the 4th day of April, 2007 by and between Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), and Strategic Hotel Funding, L.L.C., a Delaware limited liability company (“SH Funding”).

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