Fourth Supplemental Indenture, dated May 20, 2009



 Exhibit 4.1 
  
  
 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 
 FOURTH SUPPLEMENTAL INDENTURE

 Dated as of May 20, 2009 
 4.60% Exchangeable Senior Notes due 2027 







 FOURTH SUPPLEMENTAL INDENTURE 
 THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) to the Indenture, dated as of June 18, 2007 (the “Original
Indenture” and as amended and supplemented to the date hereof, the “Indenture”), is entered into as of May 20, 2009, 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. 
 WHEREAS, pursuant to Section 301 of the Original Indenture, the Issuer, the Guarantors and the Trustee established the terms of a series of Securities entitled the “4.60% Exchangeable Senior Notes due 2027” of the Issuer in
respect of which certain of the Guarantors are guarantors (the “Notes”) pursuant to that certain First Supplemental Indenture, dated as of June 18, 2007, among the Issuer, the Guarantors and the Trustee (the “First Supplemental
Indenture”), and the Issuer issued and sold thereunder $220,000,000 aggregate principal amount of Notes; 
 WHEREAS, pursuant to
Section 2.02 of the First Supplemental Indenture and Section 303 of the Original Indenture, the Issuer issued and sold an additional $30,000,000 aggregate principal amount of Notes pursuant to that certain Second Supplemental Indenture,
dated as of June 27, 2007, among the Issuer, the Guarantors and the Trustee; 
 WHEREAS, pursuant to Section 902 of the Original
Indenture, the Issuer and the Guarantors may enter into a supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of
the Holders of Notes under the Indenture, with the consent of the Holders of more than 50% in aggregate principal amount of the Outstanding Notes affected thereby; 
 WHEREAS, the Issuer has offered to purchase for cash any and all of the outstanding Notes upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated
April 17, 2009 (as the same may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal and Consent (as the same may be amended or supplemented from time to time, the
“Letter of Transmittal” and together with the Offer to Purchase, the “Offer Documents”) from each Holder of Notes and in connection with such Offer and subject to such terms and conditions has solicited such Holders’ consent
(“Consent”) to an amendment to the Indenture (the “Amendment”) and the execution of this Fourth Supplemental Indenture; 
 WHEREAS, the Holders of more than 50% in aggregate principal amount of the Outstanding Notes have consented to the Amendment by validly tendering and not validly withdrawing Notes (and thereby delivering Consents in respect of such tendered
Notes) or validly delivering and not validly revoking Consents without tendering their related Notes; and 
 WHEREAS, the Issuer, the
Guarantors and the Trustee have duly authorized the execution and delivery of this Fourth Supplemental Indenture to amend the applicable section of the Indenture and have done all things necessary to make this Fourth Supplemental Indenture a valid
agreement of the parties hereto, in accordance with its terms. 
  

 2 








 NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and
for other good and valuable consideration, the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the Notes, the Issuer, the Guarantors and the Trustee agree as follows: 
 ARTICLE I 
 DEFINITIONS 
 Section 1.01. Definitions. Capitalized terms used in this Fourth Supplemental Indenture and not otherwise defined herein shall have the meanings
assigned to such terms in the Indenture. 
 ARTICLE II 
 AMENDMENT TO INDENTURE 
 Section 2.01. Amendment to Indenture. Paragraph 5 of Section 501 of the
Indenture is hereby amended and restated in its entirety as follows: 
 (5) a default under any bond, debenture, note or other evidence of
indebtedness of the Issuer, the Parent Guarantor and/or Subsidiary of the Parent Guarantor (including a default with respect to the Securities of any series other than that series) under which there may be issued or by which there may be secured or
evidenced any indebtedness for borrowed money by the Issuer, the Parent Guarantor, and/or any Subsidiary of the Parent Guarantor (the repayment of which the Issuer, the Parent Guarantor or any Subsidiary of the Parent Guarantor have guaranteed or
for which the Issuer, the Parent Guarantor or any Subsidiary of the Parent Guarantor are directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall have resulted
in such indebtedness in an aggregate principal amount exceeding the Applicable Amount (as defined below) becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled, within a period of 30 days after there shall have been given, by registered or certified mail, to the Parent Guarantor and the Issuer by the Trustee or to the Parent
Guarantor, the Issuer and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring the Issuer, the Parent Guarantor or such Subsidiary of the
Parent Guarantor, as the case may be, to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder (as used herein, the “Applicable
Amount” shall mean (a) in the case of the Issuer, the Parent Guarantor or any Subsidiary Guarantor, $25,000,000 and (b) in the case of any Subsidiary of the Parent Guarantor other than a Subsidiary Guarantor, $300,000,000); or 
 ARTICLE III 
 MISCELLANEOUS 
 Section 3.01. Effectiveness of Amendments. This Fourth Supplemental Indenture shall be effective upon its execution and delivery by the parties
hereto. The amendment set forth in Article II hereof will only become operative immediately prior to the acceptance for payment of all Notes validly tendered and not withdrawn pursuant to the Offer therefor. 
 Section 3.02. Relation to Indenture. This Fourth Supplemental Indenture amends and supplements the Indenture and shall be a part and subject to
all the terms thereof. Except as amended and 

  

 3 








 
supplemented hereby, all of the terms, provisions and conditions of the Indenture and the Securities issued thereunder shall continue in full force and
effect. 
 Section 3.03. Concerning the Trustee. The Trustee shall not be responsible for any recital herein (other than as they
appear and as they apply to the Trustee) as such recitals shall be taken as statements of the Issuer and the Parent Guarantor, or the validity of the execution by the Issuer or the Parent Guarantor of this Fourth Supplemental Indenture. The Trustee
makes no representations as to the validity or sufficiency of this instrument. 
 Section 3.04. Effect of Headings. The Article and
Section headings herein are for convenience of reference only and shall not affect the construction hereof. 
 Section 3.05.
Counterparts. This instrument may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. 
 Section 3.06. Governing Law. This instrument shall be governed by and construed in accordance with the laws of the State of New York. 

[signature pages follow] 
  

 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed
as of the day and year first above written. 
  

			
	 THE ISSUER
  
 SUNSTONE HOTEL PARTNERSHIP, LLC,
 a Delaware limited liability
company,
 as Issuer of the Notes

		
	By:	 	 Sunstone Hotel Investors, Inc.,
 Its Sole Managing Member


		
	By:	 	/s/ Kenneth E. Cruse
	Name:	 	Kenneth E. Cruse
	Title:	 	Chief Financial Officer
	
	 THE PARENT GUARANTOR
  
 SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation,
 as Parent Guarantor


		
	By:	 	/s/ Kenneth E. Cruse
	Name:	 	Kenneth E. Cruse
	Title:	 	Chief Financial Officer
	
	 THE SUBSIDIARY GUARANTORS
  
 WB Sunstone-Portland, LLC

		
	By:	 	/s/ Kenneth E. Cruse
	Name:	 	Kenneth E. Cruse
	Title:	 	Vice President
	
	WB Sunstone-Riverside, LLC
		
	By:	 	/s/ Kenneth E. Cruse
	Name:	 	Kenneth E. Cruse
	Title:	 	Vice President
	
	Sunstone Windy Hill, L.L.C.
		
	By:	 	/s/ Kenneth E. Cruse
	Name:	 	Kenneth E. Cruse
	Title:	 	Vice President


  
 Fourth Supplemental
Indenture 








			
	Sunstone Napa, L.L.C.
		
	By:	 	/s/ Kenneth E. Cruse
	Name:	 	Kenneth E. Cruse
	Title:	 	Vice President
	
	Sunstone Jamboree, LLC
		
	By:	 	/s/ Kenneth E. Cruse
	Name:	 	Kenneth E. Cruse
	Title:	 	Vice President
	
	Sunstone MacArthur, LLC
		
	By:	 	/s/ Kenneth E. Cruse
	Name:	 	Kenneth E. Cruse
	Title:	 	Vice President
	
	Sunstone Hotels Rochester, L.L.C.
		
	By:	 	/s/ Kenneth E. Cruse
	Name:	 	Kenneth E. Cruse
	Title:	 	Vice President
	
	Sunstone Center Court, LLC
		
	By:	 	/s/ Kenneth E. Cruse
	Name:	 	Kenneth E. Cruse
	Title:	 	Vice President
	
	Sunstone Quincy, LLC
		
	By:	 	/s/ Kenneth E. Cruse
	Name:	 	Kenneth E. Cruse
	Title:	 	Vice President
	
	WSRH LAX Airport, L.L.C.
		
	By:	 	/s/ Kenneth E. Cruse
	Name:	 	Kenneth E. Cruse
	Title:	 	Vice President


 Fourth Supplemental Indenture 








			
	 THE TRUSTEE
  
 Wells Fargo Bank, National Association,
 as Trustee

		
	By:	 	/s/ Maddy Hall
	Name:	 	 Maddy Hall

	Title:	 	 Vice President



 Fourth Supplemental Indenture