Exhibit 4.1
SUNSTONE HOTEL PARTNERSHIP,
LLC
Issuer,
SUNSTONE HOTEL INVESTORS,
INC.,
Parent Guarantor,
SUNSTONE CENTER COURT,
LLC,
SUNSTONE QUINCY, LLC, and
WSRH LAX AIRPORT, L.L.C.,
New Subsidiary Guarantors
CERTAIN SUBSIDIARIES OF SUNSTONE
HOTEL INVESTORS, INC.,
Subsidiary Guarantors,
and
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
Trustee
THIRD SUPPLEMENTAL
INDENTURE
Dated as of July 29,
2008
4.60% Exchangeable Senior Notes due
2027
THIRD SUPPLEMENTAL
INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE
(this “Third Supplemental Indenture”), is entered into
as of July 29, 2008, among SUNSTONE HOTEL PARTNERSHIP, LLC, a
Delaware limited liability company (the “Issuer”),
SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation (the
“Parent Guarantor”), Sunstone Center Court, LLC, a
Delaware limited liability company, Sunstone Quincy, LLC, a
Delaware limited liability company, and WSRH LAX Airport, L.L.C., a
Delaware limited liability company (collectively, the “New
Subsidiary Guarantors”), 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 and the
New Subsidiary Guarantors, 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, the Issuer, the Parent
Guarantor, the Subsidiary Guarantors and the Trustee entered into
that certain Indenture dated as of June 18, 2007 (the
“Original Indenture”), relating to the Issuer’s
unsecured debt securities authenticated and delivered under the
Original Indenture;
WHEREAS, pursuant to
Section 901 of the Original Indenture, the Issuer, the
Guarantors and the Trustee may enter into supplemental indentures
to establish the form or terms of a series of Securities issued
pursuant to the Original Indenture;
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
(the “Second Supplemental Indenture”);
WHEREAS, pursuant to
Section 1405 of the Original Indenture, any Subsidiary of the
Parent Guarantor that is organized in the United States, any of the
States or the District of Columbia and that was not a Sunstone
Credit Agreement Obligor (as defined in the Original Indenture) and
becomes a Sunstone Credit Agreement Obligor, the Issuer and the
Parent Guarantor shall arrange for such Subsidiary to execute and
deliver to the Trustee within 60 days of becoming a Sunstone Credit
Agreement Obligor, a supplemental indenture pursuant to which such
Subsidiary Guarantor shall guarantee the Issuer’s obligations
under the Notes and the Original Indenture on the terms and
conditions set forth therein;
WHEREAS, each of the New Subsidiary
Guarantors became a Sunstone Credit Agreement Obligor on
May 30, 2008; and
WHEREAS, the Issuer, the Guarantors
and the Trustee have duly authorized the execution and delivery of
this instrument to add the New Subsidiary Guarantors as guarantors
of the Notes and have done all things necessary to make this
instrument (collectively with the Original Indenture, the First
Supplemental Indenture and the Second Supplemental Indenture, the
“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 instrument and
not otherwise defined herein
