SUNSTONE HOTEL PARTNERSHIP, LLC, Issuer, SUNSTONE HOTEL INVESTORS, INC., Parent Guarantor, CERTAIN SUBSIDIARIES OF SUNSTONE HOTEL INVESTORS, INC., Subsidiary Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, TrusteeIndenture • August 8th, 2007 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
INDENTURE dated as of June 18, 2007, among SUNSTONE HOTEL PARTNERSHIP, LLC, a Delaware limited liability company (the “Issuer”), having its principal offices at 903 Calle Amanecer, Suite 100, San Clemente, California 92673, SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation and the parent of the Issuer (the “Parent Guarantor”), having its principal offices at 903 Calle Amanecer, Suite 100, San Clemente, California 92673, CERTAIN SUBSIDIARIES OF THE PARENT GUARANTOR SIGNATORIES HERETO (including subsidiaries of the Parent Guarantor subsequently becoming guarantors, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 8th, 2007 • Sunstone Hotel Investors, Inc. • Hotels & motels • California
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), effective as of February 15, 2007 (the “Effective Date”) is entered into by and among Sunstone Hotel Investors, Inc., a Maryland corporation (the “Company”) and Ken Cruse (the “Executive”).
SEPARATION AGREEMENTSeparation Agreement • August 8th, 2007 • Sunstone Hotel Investors, Inc. • Hotels & motels • California
This agreement (this “Agreement”) is entered into as of May 24, 2007 (the “Effective Date”), by and between Sunstone Hotel Investors, Inc. (the “Company”) and Jon D. Kline (the “Executive”) on the terms and conditions set forth below.
SUNSTONE HOTEL PARTNERSHIP, LLC Issuer, SUNSTONE HOTEL INVESTORS, INC., Parent Guarantor, CERTAIN SUBSIDIARIES OF SUNSTONE HOTEL INVESTORS, INC., Subsidiary Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee FIRST SUPPLEMENTAL INDENTURE...First Supplemental Indenture • August 8th, 2007 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), is entered into as of June 18, 2007, by and among SUNSTONE HOTEL PARTNERSHIP, LLC, a Delaware limited liability company (the “Issuer”), SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation (the “Parent Guarantor”), CERTAIN SUBSIDIARIES OF THE PARENT GUARANTOR SIGNATORIES HERETO (including subsidiaries of the Parent Guarantor subsequently becoming guarantors, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 707 Wilshire Boulevard, 17th Floor, Los Angeles, California 90017.
AGREEMENTNon-Competition Agreement • August 8th, 2007 • Sunstone Hotel Investors, Inc. • Hotels & motels • California
This agreement (this “Agreement”) is entered into as of May 24, 2007 (the “Effective Date”), by and between Sunstone Hotel Investors, Inc. (the “Company”) and Gary A. Stougaard (the “Executive”) on the terms and conditions set forth below.
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT among SUNSTONE SH HOTELS L.L.C. SUNSTONE OP PROPERTIES L.L.C. SUN MANHATTAN, LLC SUNSTONE HARTSFIELD, LLC SUNSTONE BROADHOLLOW, LLC jointly and severally, as the Borrowers THE LENDERS PARTY...Loan Agreement • August 8th, 2007 • Sunstone Hotel Investors, Inc. • Hotels & motels • Massachusetts
This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is entered into as of April 13, 2007 (the “Modification Effective Date”) by and among SUNSTONE SH HOTELS L.L.C., SUNSTONE OP PROPERTIES L.L.C., SUN MANHATTAN, LLC, SUNSTONE HARTSFIELD, LLC, and SUNSTONE BROADHOLLOW, LLC, each a Delaware limited liability company (each a “Borrower” and, jointly, severally and collectively, the “Borrowers”); each of the lenders that is a signatory hereto together with any successor thereto as registered owner of all or any portion of such lender’s promissory note pursuant to the terms hereof (each a “Lender” and, collectively, the “Lenders”); and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SECOND LETTER AMENDMENT Dated as of May 23, 2007Revolving Credit Agreement • August 8th, 2007 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
SUNSTONE HOTEL PARTNERSHIP, LLC Issuer, SUNSTONE HOTEL INVESTORS, INC., Parent Guarantor, CERTAIN SUBSIDIARIES OF SUNSTONE HOTEL INVESTORS, INC., Subsidiary Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee SECOND SUPPLEMENTAL INDENTURE...Second Supplemental Indenture • August 8th, 2007 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), is entered into as of June 27, 2007, among SUNSTONE HOTEL PARTNERSHIP, LLC, a Delaware limited liability company (the “Issuer”), SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation (the “Parent Guarantor”), SUNSTONE CENTURY STAR, LLC, a Delaware limited liability company (the “New Subsidiary Guarantor”), CERTAIN SUBSIDIARIES OF THE PARENT GUARANTOR SIGNATORIES HERETO (including subsidiaries of the Parent Guarantor subsequently becoming guarantors, the “Subsidiary Guarantors” and, together with the Parent Guarantor and the New Subsidiary Guarantor, the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 707 Wilshire Boulevard, 17th Floor, Los Angeles, California 90017.
