ADMINISTRATIVE AGENT AND LENDER PARTIES UNDER THE PLEDGE AGREEMENT
AND THE OTHER LOAN DOCUMENTS, ARE SUBJECT TO THE INTERCREDITOR AGREEMENT AND (D)
IRREVOCABLY AUTHORIZE AND DIRECT THE ADMINISTRATIVE AGENT TO EXECUTE AND DELIVER
THE INTERCREDITOR AGREEMENT UPON THE OCCURRECE OF THE SECURITY TRIGGER DATE AND
TO PERFORM ITS OBLIGATIONS THEREUNDER.
IN THE EVENT OF ANY CONFLICT BETWEEN THE
TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN.
Further, by accepting the benefits set forth herein the Lender Parties
(including each Person that becomes a Lender Party pursuant to Section 13.5 or
otherwise) hereby (a) acknowledge that Wells Fargo is acting under
the Intercreditor Agreement in multiple capacities as the Administrative
Agent and the Collateral Agent and (b) waive any conflict of interest, now
contemplated or arising hereafter, in connection therewith and agrees not to
assert against Wells Fargo any claims, causes of action, damages or liabilities
of whatever kind or nature relating to any such conflict of interest, except for
any such claims, causes of action, damages or liabilities resulting from gross
negligence or willful misconduct by Wells Fargo as determined by a court of
competent jurisdiction in a final, non-appealable judgment. The Lender Parties
(and each Person that becomes a Lender Party pursuant to Section 13.5
--------------------------------------------------------------------------------
or otherwise) hereby authorize and direct Wells Fargo to enter into
the Intercreditor Agreement on behalf of each Lender Party and agree that Wells
Fargo, in its various capacities thereunder, may take such actions on its behalf
as is contemplated by the terms of the Intercreditor Agreement.
[Signatures Continued on NextRemainder of Page Intentionally Blank]
--------------------------------------------------------------------------------
ANNEX II
AMENDED CREDIT AGREEMENT
See attached.
--------------------------------------------------------------------------------
Loan Number: 1013605
Loan Number: 1014896
Loan Number: 1018459
Graphic [sho-20200715xex10d1001.jpg]
[Not A Legal Document]
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of October 17, 2018
by and among
SUNSTONE HOTEL PARTNERSHIP, LLC,
as Borrower,
SUNSTONE HOTEL INVESTORS, INC.,
as Parent,
The financial institutions party hereto
and their assignees under Section 13.5.,
as Lenders,
and
WELLS FARGO Bank, National Association,
as Administrative Agent
______________________________________________________
WELLS FARGO SECURITIES, LLC,
BofA Securities, Inc.,
JPMORGAN CHASE BANK, N.A.,
pnc capital markets llc
and
U.S. Bank National Association,
as Joint Lead Arrangers,
WELLS FARGO SECURITIES, LLC,
BofA Securities, Inc.,
and
JPMORGAN CHASE BANK, N.A.,
as Joint Bookrunners,
bank of america, n.a.
and
JPMORGAN CHASE BANK, N.A.,
as Syndication Agents,
and
CITIBANK, N.A.,
PNC BANK, NATIONAL ASSOCIATION,
and
U.S. BANK NATIONAL ASSOCIATION,
as Documentation Agents
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Contents
Article I. Definitions
1
Section 1.1. Definitions.
1
Section 1.2. General; References to Central Time.
37
Section 1.3. Financial Attributes of Non-Wholly Owned Subsidiaries.
38
Section 1.4. Rates.
38
Section 1.5. Divisions.
38
Article II. Credit Facility
38
Section 2.1. Revolving Loans.
38
Section 2.2. Term Loans.
40
Section 2.3. Letters of Credit.
41
Section 2.4. Swingline Loans.
46
Section 2.5. Rates and Payment of Interest on Loans.
48
Section 2.6. Number of Interest Periods.
49
Section 2.7. Repayment of Loans.
49
Section 2.8. Prepayments.
50