EXHIBIT G
-
INTEREST RATE CAP AGREEMENT
EXHIBIT H
-
FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT I
-
FORM OF MONTHLY OPERATING STATEMENT
EXHIBIT J
-
FORM OF REMAINDER OF YEAR QUARTERLY REPORT
EXHIBIT K
-
FORM OF TRAILING 12-MONTH QUARTERLY REPORT
EXHIBIT L
-
FORM OF SMITH TRAVEL RESEARCH REPORT
EXHIBIT M
-
FORM OF CAPEX DRAW REQUEST
EXHIBIT N
-
FORM OF CAPEX DRAW SUMMARY
EXHIBIT O
-
FORM OF JOB COST REPORT - CAPEX
SCHEDULE 1
-
COMMITMENTS
SCHEDULE 2
-
ADDITIONAL ADVANCE CONDITIONS
SCHEDULE 3
-
HOTEL ACCOMMODATIONS, ROOM NUMBERS AND TYPES, ETC.
SCHEDULE 4
-
INSURANCE CLAIMS
SCHEDULE 5
-
HOTEL OPERATING AGREEMENTS
5A- MANAGEMENT AGREEMENTS AND MANAGERS
5B- FRANCHISE AGREEMENTS
SCHEDULE 6
-
INITIAL APPROVED BUDGET
SCHEDULE 7
-
DEFERRED MAINTENANCE SCHEDULE
SCHEDULE 8
-
[INTENTIONALLY DELETED]
SCHEDULE 9
-
CAPITAL EXPENDITURE RESERVES
SCHEDULE 10
-
GROUND LEASES
SCHEDULE 11
-
OPERATING LEASES, MATERIAL LEASES AND OTHER LEASES AFFECTING PROPERTIES
SCHEDULE 12
-
ENVIRONMENTAL MATTERS
SCHEDULE 13
-
ENTITIES FILING CONSOLIDATED TAX RETURNS
SCHEDULE 14
-
MECHANIC'S LIENS, ETC.
-xiii-
AMENDED AND RESTATED LOAN AGREEMENT
This Amended and Restated Loan Agreement (this "Agreement") is entered into as
of October 26, 2004 among SUNSTONE SH HOTELS L.L.C. ("Sunstone SH"), SUNSTONE OP
PROPERTIES L.L.C. ("Sunstone OP"), SHP OGDEN LLC ("SHP Ogden"), and SUNSTONE
CHANDLER, LLC ("Sunstone Chandler"), each a Delaware limited liability company
(each of Sunstone SH, Sunstone OP, SHP Ogden and Sunstone Chandler being
referred to herein as a "Borrower" and, collectively, as the "Borrowers"); each
of the lenders that is a signatory hereto identified under the caption "LENDERS"
on the signature pages hereof together with any successor thereto as registered
owner of all or any portion of such lender's promissory note pursuant to the
terms hereof (individually, a "Lender" and, collectively, the "Lenders"); and
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a corporation organized under the
laws of the Commonwealth of Massachusetts, as administrative agent for the
Lenders (in such capacity, together with its successors in such capacity, the
"Administrative Agent").
RECITALS
A. The Borrowers and an affiliate of the Borrowers, Sunstone LAX Airport, LLC
("Sunstone LAX"), are parties to that certain Loan Agreement dated as of August
28, 2003 (as modified, amended, restated, renewed or replaced as of the date
hereof, the "Original Loan Agreement"), by and among such parties, the Lenders,
and the Administrative Agent.
B. Pursuant to the terms of the Original Loan Agreement, the Lenders made a
mortgage loan (the "Original Loan") to the Borrowers and to Sunstone LAX in the
original principal amount of up to $399,500,000.00 (the "Original Loan Amount").
C. At the time of the closing of the Original Loan, the Original Loan was
secured, in part, by a portfolio of thirty-five (35) properties consisting of
hotels and related land and improvements, each of which was either owned in fee
simple by a Borrower or was the subject of a ground leasehold estate held by a
Borrower.
D. Prior to the date hereof, four (4) of such