Strategic Hotels & Resorts, Inc Sample Contracts

December 4th, 2014 · Common Contracts · 863 similar
Strategic Hotels & Resorts, IncSTRATEGIC HOTELS & RESORTS, INC. 20,000,000 Shares of Common Stock, par value $0.01 per share Underwriting Agreement

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.”

February 25th, 2011 · Common Contracts · 551 similar
Strategic Hotels & Resorts, IncSTRATEGIC HOTELS & RESORTS, INC., Issuer AND WILMINGTON TRUST COMPANY Trustee INDENTURE Dated as of [ ], 2011 Senior Debt Securities

INDENTURE, dated as of [ ], 2011, among Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”):

February 24th, 2015 · Common Contracts · 195 similar
Strategic Hotels & Resorts, IncLOAN AGREEMENT Dated as of December 30, 2014 By and Among SHR ESSEX HOUSE, LLC and DTRS ESSEX HOUSE, LLC, as Borrower, and METROPOLITAN LIFE INSURANCE COMPANY, as Lender

THIS LOAN AGREEMENT, dated as of December 30, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among Metropolitan Life Insurance Company, a New York corporation, having an address at 10 Park Avenue, Morristown, New Jersey 07962 (together with its successors and assigns, “Lender”), and SHR Essex House, LLC, a Delaware limited liability company (“Fee Owner”), and DTRS Essex House, LLC, a Delaware limited liability company (“Operating Tenant”, and together with Fee Owner, collectively and each individually, as appropriate, “Borrower”), each having an address at c/o Strategic Hotels & Resorts, Inc., 200 West Madison, Suite 1700, Chicago, Illinois 60606. All capitalized terms used herein shall have the respective meanings set forth in Article I hereof.

February 25th, 2011 · Common Contracts · 67 similar
Strategic Hotels & Resorts, IncGUARANTEE 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

* 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.

November 19th, 2008 · Common Contracts · 40 similar
Strategic Hotels & Resorts, IncSTRATEGIC HOTELS & RESORTS, INC. and MELLON INVESTOR SERVICES LLC, Rights Agent RIGHTS AGREEMENT Dated as of November 14, 2008

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”).

February 25th, 2015 · Common Contracts · 38 similar
Strategic Hotels & Resorts, IncDISTRIBUTION AGREEMENT
August 12th, 2005 · Common Contracts · 30 similar
Strategic Hotel Capital IncREGISTRATION RIGHTS AGREEMENT

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”).

February 25th, 2011 · Common Contracts · 29 similar
Strategic Hotels & Resorts, IncAMENDED 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 ...

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

June 8th, 2004 · Common Contracts · 26 similar
Strategic Hotel Capital IncFORM OF
February 25th, 2010 · Common Contracts · 24 similar
Strategic Hotels & Resorts, IncLOAN AND SECURITY AGREEMENT Dated as of October 6, 2006 Between SHC CHOPIN PLAZA, LLC as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP., as Lender

THIS LOAN AND SECURITY AGREEMENT dated as of October 6, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between SHC CHOPIN PLAZA, 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 CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, New York, New York 10013 (together with its successors and assigns, “Lender”).

November 8th, 2006 · Common Contracts · 18 similar
Strategic Hotels & Resorts, IncMEZZANINE LOAN AND SECURITY AGREEMENT Dated as of September 1, 2006 Between SHR SCOTTSDALE MEZZ X-1, L.L.C. and SHR SCOTTSDALE MEZZ Y-1, L.L.C. as Mezzanine Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP., as Mezzanine Lender

THIS MEZZANINE LOAN AND SECURITY AGREEMENT, dated as of September 1, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between SHR SCOTTSDALE MEZZ X-1, L.L.C., a Delaware limited liability company and SHR SCOTTSDALE MEZZ Y-1, L.L.C., a Delaware limited liability company, (each a “Co-Mezzanine Borrower” and collectively, on a joint and several liability basis, the “Mezzanine Borrower”) having an office c/o Strategic Hotel Funding, L.L.C., 77 West Wacker, Suite 4600, Chicago, Illinois 60601 and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, New York, New York 10013 (together with its successors and assigns, “Mezzanine Lender”).

April 4th, 2007 · Common Contracts · 16 similar
Strategic Hotels & Resorts, Inc3.50% Exchangeable Senior Notes due 2012

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”).

May 1st, 2014 · Common Contracts · 11 similar
Strategic Hotels & Resorts, IncCREDIT AGREEMENT among STRATEGIC HOTEL FUNDING, L.L.C., as Borrower and VARIOUS FINANCIAL INSTITUTIONS, as the Lenders, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, DEUTSCHE BANK SECURITIES INC. and J.P. MORGAN SECURITIES LLC, as Co-Lead ...
June 18th, 2004 · Common Contracts · 10 similar
Strategic Hotel Capital IncLIMITED LIABILITY COMPANY AGREEMENT OF STRATEGIC HOTEL FUNDING, L.L.C.
September 26th, 2007 · Common Contracts · 7 similar
Strategic Hotels & Resorts, IncUnderwriting Agreement

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.”

November 8th, 2012 · Common Contracts · 4 similar
Strategic Hotels & Resorts, IncLIMITED LIABILITY COMPANY AGREEMENT OF SHR ESSEX HOUSE CONDOMINIUMS HOLDINGS, LLC Dated as of September 14, 2012

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”).

May 7th, 2007 · Common Contracts · 4 similar
Strategic Hotels & Resorts, IncNOTE (MORTGAGE LOAN)

NOTE, dated as of March 9, 2007 (this “Note”), by 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, in favor of COLUMN FINANCIAL, INC., a Delaware corporation (together with its successors and assigns, “Lender”), having an address at 11 Madison Avenue, New York, New York 10010.

August 6th, 2015 · Common Contracts · 3 similar
Strategic Hotels & Resorts, IncLOAN 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 Administrative ...

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).

February 28th, 2013 · Common Contracts · 3 similar
Strategic Hotels & Resorts, IncDEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
August 6th, 2014 · Common Contracts · 3 similar
Strategic Hotels & Resorts, IncAMENDED AND RESTATED LOAN AGREEMENT by and among

THIS AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is entered into as of May 29, 2014, by and among NEW SANTA MONICA BEACH HOTEL, L.L.C., a Delaware limited liability company (“Borrower”), DTRS SANTA MONICA, L.L.C., a Delaware limited liability company (“Operating Lessee”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.12 (“Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for itself and Lenders (“Administrative Agent”).

November 3rd, 2005 · Common Contracts · 2 similar
Strategic Hotel Capital IncPURCHASE AND SALE AGREEMENT dated as of October 31, 2005 by and among KSL RECREATION HOLDINGS I, LLC KSL RECREATION MANAGEMENT OPERATIONS, LLC as Sellers and SHC DEL CORONADO, L.L.C. as Purchaser

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of October 31, 2005 (the "Effective Date"), by and among KSL Recreation Holdings I, LLC, a Delaware limited liability company ("KSL"), KSL Recreation Management Operations, LLC, a Delaware limited liability company ("KSL Management") (KSL and KSL Management, each a "Seller" and collectively, the "Sellers"), and SHC Del Coronado, L.L.C., a Delaware limited liability company ("Purchaser").

April 7th, 2005 · Common Contracts · 2 similar
Strategic Hotel Capital IncLOAN AGREEMENT ($128,000,000 Floating Rate Public Company Loan) Dated as of April 1, 2005 between THE BORROWERS NAMED HEREIN, as Borrowers, and GERMAN AMERICAN CAPITAL CORPORATION, as Lender Secured by: The Properties Identified on Schedule B Hereto

LOAN AGREEMENT, dated as of April 1, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), between each of the parties identified on Schedule A hereto, as borrowers, and German American Capital Corporation, as lender.

February 25th, 2010 · Common Contracts · 2 similar
Strategic Hotels & Resorts, IncREGISTRATION RIGHTS AGREEMENT (Principal Investors)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of June 29, 2004, among Strategic Hotel Capital, Inc., a Maryland corporation (the “Company”), WHSHC, L.L.C., a Delaware limited liability company (“Whitehall 7”), W9/WHSHC, L.L.C., a Delaware limited liability company (“Whitehall 9”; and, together with Whitehall 7, “Whitehall”), The Prudential Insurance Company of America, a New Jersey corporation (“Prudential Insurance”), PIC Realty Corporation, a Delaware corporation (“PIC”; and, together with Prudential Insurance, “Prudential”) and Strategic Value Investors, LLC, a Delaware limited liability company (“SVI”).

April 7th, 2006 · Common Contracts · 2 similar
Strategic Hotels & Resorts, IncAGREEMENT OF PURCHASE AND SALE between

AGREEMENT OF PURCHASE AND SALE (this “Agreement”), made as of the 4th day of April, 2006 between BRE/ST. FRANCIS L.L.C., a Delaware limited liability company (the “Seller”), and SHC ST. FRANCIS, L.L.C., a Delaware limited liability company (the “Buyer”).

September 11th, 2006 · Common Contracts · 2 similar
Strategic Hotels & Resorts, IncSTRATEGIC HOTEL CAPITAL, INC. STOCK UNIT AWARD AGREEMENT

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”).

March 2nd, 2006 · Common Contracts · 2 similar
Strategic Hotel Capital IncU.S. $350,000,000 Floating Rate Public Company Notes Due November 9, 2007 SECOND AMENDED AND RESTATED INDENTURE Dated as of November 9, 2005 between THE ISSUERS NAMED HEREIN, as Issuers, and LASALLE BANK NATIONAL ASSOCIATION as Note Trustee Secured by: ...

SECOND AMENDED AND RESTATED INDENTURE, dated as of November 9, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Indenture”), among each of the parties identified on Schedule A hereto, as issuers; and LaSalle Bank National Association, not in its individual capacity but solely as trustee for the benefit of Noteholders and any successor thereto (in such capacity, the “Note Trustee”).

April 4th, 2007 · Common Contracts · 2 similar
Strategic Hotels & Resorts, IncJPMorgan 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)

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.

May 8th, 2014 · Common Contracts · 2 similar
Strategic Hotels & Resorts, IncMEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (this “Agreement”) is entered into and effective as of March 31, 2014, by and between Walton Scottsdale Investors VI, L.L.C., a Delaware limited liability company (“Seller”), and SHR FPH Investor, LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are referred to herein individually as “Party” and collectively as “Parties.” Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in that certain Limited Liability Company Agreement, dated as of June 9, 2011, by and among the Parties (the “LLC Agreement”), with respect to their interests in WALTON/SHR FPH Holdings, LLC, a Delaware limited liability company (the “Company”).

May 5th, 2011 · Common Contracts · 2 similar
Strategic Hotels & Resorts, IncPURCHASE AND SALE AGREEMENT By and Among FS Jackson Hole Development Company LLC, a Delaware limited liability company, East Palo Alto Hotel Development LLC, a Delaware limited liability company (together “Hotel Sellers”), TWCL US, Inc., a Delaware ...

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of February 24, 2011 by and among FS JACKSON HOLE DEVELOPMENT COMPANY LLC, a Delaware limited liability company, and EAST PALO ALTO HOTEL DEVELOPMENT LLC, a Delaware limited liability company (each a “Hotel Seller” and together, “Hotel Sellers”), TWCL US, INC., a Delaware corporation (“PIPE Purchaser” and together with Hotel Sellers, collectively, the “WB Parties” and individually a “WB Party”), SHR JACKSON HOLE, LLC, a Delaware limited liability company (“SHR JH”), SHR PALO ALTO, LLC, a Delaware limited liability company (“SHR PA” and together with SHR JH, collectively, the “Hotel Buyer”), Strategic Hotel Funding, L.L.C., a Delaware limited liability company (“SH Funding”) and Strategic Hotel & Resorts, Inc., a Maryland corporation (“Strategic” and together with Hotel Buyer and SH Funding, collectively, the “SHR Parties” and individually a “SHR Party”), with reference to the following facts:

February 27th, 2012 · Common Contracts · 2 similar
Strategic Hotels & Resorts, IncSTRATEGIC HOTELS & RESORTS, INC. SECOND AMENDED AND RESTATED 2004 INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT

We are pleased to inform you that you have been awarded by Strategic Hotels & Resorts, Inc. (the “Company”), a stock unit award (the “Stock Unit Award”).

September 7th, 2005 · Common Contracts · 2 similar
Strategic Hotel Capital IncAMENDMENT TO FIRST MEZZANINE LOAN AGREEMENT
May 6th, 2010 · Common Contracts · 2 similar
Strategic Hotels & Resorts, IncMORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING BY SHC Columbus Drive, LLC a Delaware limited liability company, as Borrower and DTRS Columbus Drive, LLC, a Delaware limited liability, Operating Lessee TO METROPOLITAN LIFE INSURANCE COMPANY, a New York ...

Note: The promissory note made by Borrower dated as of the Execution Date, to the order of Lender in the principal amount of $97,750,000.00

February 25th, 2010 · Common Contracts · 2 similar
Strategic Hotels & Resorts, IncAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SHC AVENTINE II, L.L.C. Dated as of August 31, 2007

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 August , 2007 (the “Effective Date”) of SHC Aventine II, L.L.C., a Delaware limited liability company (the “Company”), is made by and among DND Hotel JV Pte Ltd, a Singapore company (“RECO”), and Strategic Hotel Funding, L.L.C., a Delaware limited liability company (“SHR”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in Article I hereof.

August 9th, 2007 · Common Contracts · 2 similar
Strategic Hotels & Resorts, IncAGREEMENT FOR SALE AND PURCHASE OF MEMBERSHIP INTERESTS By and Between CIMS LIMITED PARTNERSHIP, an Illinois limited partnership (“Seller”) and DND HOTEL JV PTE LTD, a company formed under the laws of Singapore (“Purchaser”)

THIS AGREEMENT FOR SALE AND PURCHASE OF MEMBERSHIP INTERESTS (this “Agreement”) is made this 29th day of May, 2007 (the “Effective Date”), by and between CIMS LIMITED PARTNERSHIP, an Illinois limited partnership (“Seller”), and DND HOTEL JV PTE LTD, a company formed under the laws of Singapore (“Purchaser”).

March 14th, 2013 · Common Contracts · 2 similar
Strategic Hotels & Resorts, IncMEZZANINE A LOAN AGREEMENT Dated as of March 8, 2013 Between BSK MEZZ 1, LLC, a Delaware limited liability company, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and GERMAN AMERICAN CAPITAL CORPORATION, collectively, as Lender

THIS MEZZANINE A 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 MEZZ 1, 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”).