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,
