Strategic Hotels & Resorts, Inc Sample Contracts

Exhibit 10.9 U.S. $120,000,000 CREDIT AGREEMENT, dated as of June__, 2004,
Credit Agreement • June 18th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts
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FORM OF
Lease Agreement • June 8th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts
Exhibit 10.8 LOAN AGREEMENT ($220,000,000 Fixed Rate Public Company Loan) Dated as of June __, 2004
Loan Agreement • June 18th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
LIMITED LIABILITY COMPANY AGREEMENT OF STRATEGIC HOTEL FUNDING, L.L.C.
Limited Liability Company Agreement • June 18th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • Delaware
AMENDMENT TO LOAN AGREEMENT
Loan Agreement • September 7th, 2005 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
Exhibit 1.1 Strategic Hotel Capital, Inc. Common Stock, par value $0.01 per share Underwriting Agreement ----------------------
Underwriting Agreement • August 11th, 2005 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
STRATEGIC HOTELS & RESORTS, INC. 20,000,000 Shares of Common Stock, par value $0.01 per share Underwriting Agreement
Strategic Hotels & Resorts, Inc • December 4th, 2014 • Real estate investment trusts • New York

Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities LLC (the “Underwriter”), an aggregate of 20,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriter, up to an additional 3,000,000 shares of Common Stock of the Company (the “Option Shares”) to cover over-allotments, if any. The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

STRATEGIC HOTELS & RESORTS, INC. 16,000,000 Shares of Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • April 19th, 2012 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 16,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,400,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” Pursuant to a Rights Agreement (the “Rights Agreement”) dated as of November 14, 2008, as amended, between the Company and Mellon Investor Services LLC, the Common Stock is issued and trades with preferred share purchase rights (the “Rights”).

Exhibit 1 STRATEGIC HOTEL CAPITAL, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • June 8th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
VOTING AGREEMENT
Voting Agreement • June 18th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
LOAN AGREEMENT
Loan Agreement • September 4th, 2014 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of August 29, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and assigns, collectively, “Lender”), and SHC CHOPIN PLAZA, LLC (together with its permitted successors and assigns, “Fee Borrower”), a Delaware limited liability company and having an address at c/o Strategic Hotels & Resorts, Inc., 200 W. Madison Street, Suite 1700, Chicago, Illinois 60606.

FORM OF REGISTRATION RIGHTS AGREEMENT (Principal Investors)
Form of Registration Rights Agreement • April 9th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
DISTRIBUTION AGREEMENT
Distribution Agreement • February 25th, 2015 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
U.S. $188,500,000 FLOATING RATE PUBLIC COMPANY NOTES DUE JULY 9, 2006 INDENTURE
Indenture • June 18th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
Exhibit 10.1 AGREEMENT FOR SALE AND PURCHASE OF HOTEL MARRIOTT CHICAGO SCHAUMBURG
Agreement for Sale • September 13th, 2005 • Strategic Hotel Capital Inc • Real estate investment trusts • Illinois
LOAN AND SECURITY AGREEMENT Dated as of March 9, 2007 Between SHC HALF MOON BAY, LLC as Borrower and COLUMN FINANCIAL, INC., as Lender
Loan and Security Agreement • February 25th, 2010 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

THIS LOAN AND SECURITY AGREEMENT dated as of March 9, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between SHC HALF MOON BAY, LLC, a Delaware limited liability company, (the “Borrower”) having an office at c/o Strategic Hotel Funding, L.L.C., 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, and COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and assigns, “Lender”).

GUARANTEE AGREEMENT by and between STRATEGIC HOTELS & RESORTS, INC., as Guarantor and WILMINGTON TRUST COMPANY, as Guarantee Trustee relating to BEE FINANCING TRUST [ ] Dated as of [ ], 2011
Guarantee Agreement • February 25th, 2011 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

* This Cross-Reference Table does not constitute part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.

STRATEGIC HOTELS & RESORTS, INC. and MELLON INVESTOR SERVICES LLC, Rights Agent RIGHTS AGREEMENT Dated as of November 14, 2008
Rights Agreement • November 19th, 2008 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

THIS RIGHTS AGREEMENT (this “Agreement”), dated as of November 14, 2008, is made between Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).

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FORM OF HOTEL MANAGEMENT AGREEMENT
Hotel Management Agreement • April 9th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • New York
OF
Operating Agreement • May 12th, 2004 • Strategic Hotel Capital Inc • Real estate investment trusts • Delaware
LOAN AGREEMENT Dated as of March 8, 2013 Between BSK DEL PARTNERS, LLC, a Delaware limited liability company, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and GERMAN AMERICAN CAPITAL CORPORATION, collectively, as Lender
Loan Agreement • March 14th, 2013 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of March 8, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation having an address at 60 Wall Street, New York, New York 10005 (together with their respective successors and/or assigns, each a “Co-Lender” and, collectively, “Lender”), and BSK DEL PARTNERS, LLC, having its principal place of business at c/o Blackstone Real Estate Partners VI L.P., 345 Park Avenue, New York, New York 10154 (“Borrower”).

Underwriting Agreement
Underwriting Agreement • September 26th, 2007 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Raymond James & Associates, Inc. (the “Underwriter”) an aggregate of 425,000 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 63,750 additional shares (the “Optional Shares”) of 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”

LOAN AND SECURITY AGREEMENT Dated as of May 27, 2015 by and among SHC HALF MOON BAY, LLC, as Borrower, DEUTSCHE BANK AG NEW YORK BRANCH and THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders, DEUTSCHE BANK AG NEW YORK BRANCH, as...
Loan and Security Agreement • August 6th, 2015 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

THIS LOAN AND SECURITY AGREEMENT dated as of May 27, 2015 (as Modified from time to time, this Agreement), by and among SHC HALF MOON BAY, LLC, a Delaware limited liability company (Borrower), having an office at c/o Strategic Hotel Funding, L.L.C., 200 West Madison, Suite 1700, Chicago, Illinois 60606, THE LENDERS FROM TIME TO TIME PARTY HERETO (together with their successors and assigns, collectively and severally, Lenders); and DEUTSCHE BANK AG NEW YORK BRANCH (DBNY), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, Administrative Agent).

AMENDED AND RESTATED DECLARATION OF TRUST among STRATEGIC HOTELS & RESORTS, INC., as Sponsor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of [ ], 2011...
Declaration of Trust • February 25th, 2011 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • Delaware

BEE Financing Trust [ ], a statutory trust created under the laws of the State of Delaware (the “Issuer Trust”), hereby certifies that Strategic Hotels & Resorts, Inc. (the “Holder”) is the registered owner of [10 common securities] of the Issuer Trust representing common undivided beneficial interests in the assets of the Issuer Trust and designated the [ ]% Fixed to Floating Rate Common Securities (liquidation amount $1,000 per Common Security) (the “Common Securities”). Except in accordance with Section 5.11 of the Trust Agreement (as defined below), the Common Securities are not transferable and, to the fullest extent permitted by law, any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and pro

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 12th, 2005 • Strategic Hotel Capital Inc • Real estate investment trusts • New York

This Registration Rights Agreement (this “Agreement”) is dated as of March 16, 2005, by and between Strategic Hotel Capital, Inc., a Maryland corporation (the “Company”), and Deutsche Bank Securities Inc. and Goldman, Sachs & Co. (together, the “Initial Purchasers”).

LIMITED LIABILITY COMPANY AGREEMENT OF SHR ESSEX HOUSE CONDOMINIUMS HOLDINGS, LLC Dated as of September 14, 2012
Limited Liability Company Agreement • November 8th, 2012 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT OF SHR Essex House Condominiums Holdings, LLC, dated as of September 14, 2012 (the “Effective Date”), as amended, restated, replaced, supplemented or otherwise modified from time to time (this “Agreement”), is made by and between Monroe EH Condo Investment, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Monroe”) and SHC DTRS, Inc., a Delaware corporation (together with its successors and permitted assigns, “SHR”).

LOAN AGREEMENT Dated as of July 28, 2011 Between SHC MICHIGAN AVENUE, LLC and NEW DTRS MICHIGAN AVENUE, LLC, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender
Loan Agreement • July 29th, 2011 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of July 28, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”) and SHC MICHIGAN AVENUE, LLC, a Delaware limited liability company, having its principal place of business at 200 West Madison Street, Suite 1700, Chicago, Illinois 60606 (“Fee Owner”) and NEW DTRS MICHIGAN AVENUE, LLC a Delaware limited liability company, having its principal place of business at 200 West Madison Street, Suite 1700, Chicago, Illinois 60606 (“Operating Lessee”)(Fee Owner and Operating Lessee, individually and collectively, as the context may require, being referred to herein as “Borrower”).

NOTE (Mortgage Loan)
Note • November 8th, 2006 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

NOTE, dated as of September 1, 2006 (this “Note”), by SHR SCOTTSDALE X, L.L.C., a Delaware limited liability company and SHR SCOTTSDALE Y, L.L.C., a Delaware limited liability company (each a “Co-Borrower” and collectively, on a joint and several liability basis, the “Borrower”), having an office at c/o Strategic Hotel Funding, L.L.C., 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, in favor of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (together with its successors and assigns, “Lender”), having an address at 388 Greenwich Street, New York, New York 10013.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SHC MICHIGAN AVENUE MEZZANINE II, LLC Dated as of , 2007
Limited Liability Company Agreement • June 1st, 2007 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time in accordance with the terms hereof, this “Agreement”) dated as of , 2007 (the “Effective Date”) of SHC Michigan Avenue Mezzanine II, LLC, a Delaware limited liability company (the “Company”), is made by and among DND Hotel JV Pte Ltd, a Singapore company (“RECO”), and CIMS Limited Partnership, an Illinois limited partnership (“SHR”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in Article I hereof.

AFFILIATED GUARANTY DEFINED TERMS
Defined Terms • May 6th, 2010 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • Illinois

Loan: A first mortgage loan in the aggregate principal amount of $220,000,000.00 from Metropolitan Life Insurance Company, a New York corporation, to Borrower.

STRATEGIC HOTEL CAPITAL, INC. STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • September 11th, 2006 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • Illinois

We are pleased to inform you that you have earned a stock unit award (the "Stock Unit Award") pursuant to the Performance Share Award granted to you under the Strategic Hotel Capital, Inc. 2004 Incentive Plan (“Plan”).

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