0001193125-09-241890 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • November 25th, 2009 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York

This Amendment No. 1 to the Rights Agreement, dated as of November 24, 2009 (this “Amendment”), is made by and between Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”), as rights agent pursuant to the Rights Agreement, dated as of November 14, 2008 (the “Rights Agreement”), by and between the Company and the Rights Agent. Capitalized terms not defined herein shall have the respective meaning ascribed to them in the Rights Agreement as originally executed.

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