LOAN AND SECURITY AGREEMENT Dated as of March 9, 2007 Between SHC HALF MOON BAY, LLC as Borrower and COLUMN FINANCIAL, INC., as LenderLoan 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”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SHC MICHIGAN AVENUE MEZZANINE II, LLC Dated as of August 31, 2007Limited Liability Company Agreement • February 25th, 2010 • 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 August , 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.
THIRD AMENDMENT TO CREDIT AGREEMENT Dated February 25, 2009 By and Among STRATEGIC HOTEL FUNDING, L.L.C., as Borrower, VARIOUS FINANCIAL INSTITUTIONS, as Lenders, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative AgentCredit Agreement • February 25th, 2010 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
MEZZANINE 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 LenderMezzanine Loan and Security Agreement • February 25th, 2010 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
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”).
REGISTRATION RIGHTS AGREEMENT (Rockefeller Interests)Registration Rights Agreement • February 25th, 2010 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
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”), each of the parties identified as an “Investor” on Schedule I hereto (each, an “Investor”) and Rockmark Corporation, a Delaware corporation (“Rockmark”), on behalf of itself and as Investor Representative.
REGISTRATION RIGHTS AGREEMENT (Principal Investors)Registration Rights Agreement • February 25th, 2010 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
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”).
U.S. $415,000,000 CREDIT AGREEMENT dated as of March 9, 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...Pledge Agreement • February 25th, 2010 • Strategic Hotels & Resorts, Inc • Real estate investment trusts • New York
THIS CREDIT AGREEMENT, dated as of March 9, 2007, is between 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 hereto (together with DBTCA, collectively the “Lenders” and individually, a “Lender”).
