W I T N E S S E T H:
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
March 28, 2003, among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland
corporation (the "Corporation"), each additional ALTERNATE CURRENCY REVOLVING
LOAN BORROWER from time to time party to the Credit Agreement (as referred to
below) (together with the Corporation, collectively, the "Borrowers"), the
LENDERS from time to time party to the Credit Agreement (the "Lenders"),
DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity,
the "Administrative Agent"), X.X. XXXXXX XXXXX BANK, as Syndication Agent (in
such capacity, the "Syndication Agent"), BANK OF AMERICA, N.A., FLEET NATIONAL
BANK and SOCIETE GENERALE, as Co-Documentation Agents (in such capacity,
collectively, the "Co-Documentation Agents" and each, a "Co-Documentation
Agent"), and DEUTSCHE BANK SECURITIES INC. and XX XXXXXX SECURITIES INC. as
Co-Lead Arrangers and Joint Book Running Managers (in such capacity,
collectively, the "Managers"). Unless otherwise defined herein, all capitalized
terms used herein shall have the respective meanings provided such terms in the
Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Corporation, the Lenders, the Administrative Agents, the
Syndication Agents, the Co-Documentation Agents and the Managers are parties to
that certain Credit Agreement, dated as of October 9, 2002 (the "Credit
Agreement");
WHEREAS, the Corporation and its Subsidiaries desire to modify the
maximum Consolidated Leverage Ratio set forth in Section 9.06 of the Credit
Agreement for the last day of the fiscal quarter ended March 31, 2003; and
WHEREAS, in connection with the foregoing, the Corporation and its
Subsidiaries wish to request certain modifications to provisions in the Credit
Agreement in order to permit the matters described herein, subject to all of the
terms and provisions contained in this Amendment and only to the extent set
forth in this Amendment.
NOW, THEREFORE, it is agreed:
PART I. Amendments to the Credit Agreement.
SECTION 1. Maximum Consolidated Leverage Ratio; Section 9.06. From
and after the First Amendment Effective Date (as defined below), Section 9.06 of
the Credit Agreement shall be amended by (i) deleting the ratio "5.25:1.00" set
forth opposite the date "March 31, 2003" appearing in the table in said Section
9.06 and inserting the ratio "5.75:1.00" in lieu thereof.
PART II. Miscellaneous Provisions
A. Each Guarantor and each Borrower, by their signatures below,
hereby confirms that the Guaranty shall remain in full force and effect and the
Guaranty covers the obligations of each of the Borrowers under the Credit
Agreement, as modified and amended by this Amendment.
B. In order to induce the Lenders to enter into this Agreement, the
Corporation represents and warrants to the Lenders that, on the First Amendment
Effective Date, before, as of and after giving effect to the execution,
delivery and performance by the Corporation of this Amendment and the
transactions contemplated hereby, (i) there shall exist no Default or Event of
Default and (ii) all representations and warranties contained in the Credit
Agreement and in other Credit Documents are true and correct in all material
respects with the same effect as though such representations and warranties had
been made on the First Amendment Effective Date (it being understood and agreed
that any representation or warranty which by its terms is made as of a
specified date shall be true and correct in all material respects only as of
such specified date).
C. This Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
D. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Corporation and the Administrative Agent.
E. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
F. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when each of the Borrowers, each Guarantor and the
Required Lenders shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent (or its designee).
Administrative Agent shall promptly deliver notice to the Corporation of the
occurrence of the First Amendment Effective Date.
G. From and after the First Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to
the Credit Agreement shall be deemed to be references to the Credit Agreement
as modified hereby. This Amendment shall constitute a Credit Document for all
purposes under the Credit Agreement and the other Credit Documents.
[SIGNATURE PAGES FOLLOW]
-2-
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.,
as the Borrower and Guarantor
By: /s/ Xxxx X. Xxxx
---------------------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President and Treasurer
STARWOOD CANADA CORP., as an Alternate
Currency Revolving Loan Borrower
By: /s/ Xxxx X. Xxxx
---------------------------------------
Name: Xxxx X. Xxxx
Title: Authorized Signatory
STARWOOD HOLDING CORPORATION, as Guarantor
By: /s/ Xxxx X. Xxxx
---------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President and Treasurer
DEUTSCHE BANK AG, NEW YORK BRANCH,
Individually and as Administrative Agent
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.,
as the Borrower and Guarantor
By:
---------------------------------------
Name:
Title:
STARWOOD CANADA CORP., as an Alternate
Currency Revolving Loan Borrower
By:
---------------------------------------
Name:
Title:
STARWOOD HOLDING CORPORATION, as Guarantor
By:
---------------------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH
Individually and as Administrative Agent
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
By: /s/ Xxxxxx Xxxxx
---------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 31,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
NAME OF INSTITUTION:
Bank of America, N.A.
---------------------
By: /s/ Xxxxx XxXxxxxx
--------------------
Name: Xxxxx XxXxxxxx
Title: Principal
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 28,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
NAME OF INSTITUTION:
Bank of Hawaii
---------------------
By: /s/ Xxxx Xxx
--------------------
Name: Xxxx Xxx
Title: Vice President
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 31,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
BANK OF MONTREAL
/S/ X. X. Xxxxxx
---------------------
By:
-------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 28,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
NAME OF INSTITUTION:
Bank Leumi USA
---------------------
By: /s/ Xxxxx X. Xxxx
--------------------
Name: Xxxxx X. Xxxx
Title: Vice President
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 28,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
NAME OF INSTITUTION:
The Bank of Nova Scotia,
New York Agency,
-------------------------------
By: /s/ X. X. XxXxxxxx
--------------------------
Name: X. X. XxXxxxxx
Title: Director
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 28,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
NAME OF INSTITUTION:
Bank One, NA
---------------------
By: /s/ Xxxxxx X. Xxxxxxx
--------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director, Capital Markets
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 28,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
NAME OF INSTITUTION:
BNP Paribas
---------------------
By: /s/ Xxxxxx X. X. Xx
--------------------
Name: Xxxxxx X. X. Xx
Title: Director
/s/ Xxxxxxxx Xxxxxxxx
---------------------
Director
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 28,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
NAME OF INSTITUTION:
Credit Lyonnuis
---------------------
By: /s/ Xxxxx Xxxxxx
--------------------
Name: Xxxxx Xxxxxx
Title: Vice President
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 28,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
ERSTE BANK, NEW YORK BRANCH:
By: /s/ Xxxxxxx X. Xxxxxx
--------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxx
--------------------
Name: Xxxxx Xxxxx
Title: First Vice President
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 28,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
NAME OF INSTITUTION:
First Hawaiian Bank
---------------------
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President, Manager
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 28,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
NAME OF INSTITUTION:
FLEET NATIONAL BANK
By: /s/ Xxxxxxxx X. Xxxxx
--------------------
Name: Xxxxxxxx X. Xxxxx
Title: Director
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 28,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
JPMorgan Chase Bank
By: /s/ Xxxx Mix
--------------------
Name: Xxxx Mix
Title: V.P.
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 28,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
NAME OF INSTITUTION:
ING Capital LLC
By: /s/ Xxxxx X. Xxxxxxxx
--------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 28,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
NAME OF INSTITUTION:
Xxxxxx Commercial Paper Inc.
----------------------------
By: /s/ Xxxxxxx Xxxxx
--------------------
Name: Xxxxxxx Xxxxx
Title: Authorized Signatory
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 28,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
NAME OF INSTITUTION:
SANPAOLO IMI S.p.A.
-------------------
By: /s/ Xxxxx X. Xxxxx
--------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxx
Title: EVP/General Manager
SIGNATURE PAGE TO THE FIRST
AMENDMENT DATED AS OF MARCH 31,
2003, TO THE CREDIT AGREEMENT,
DATED AS OF OCTOBER 9, 2002,
AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL
ALTERNATE CURRENCY REVOLVING LOAN
BORROWERS, THE VARIOUS LENDERS
PARTY THERETO, DEUTSCHE BANK AG,
NEW YORK BRANCH, AS ADMINISTRATIVE
AGENT, JPMORGAN CHASE BANK, AS
SYNDICATION AGENT AND BANK OF
AMERICA, N.A., FLEET NATIONAL
BANK AND SOCIETE GENERALE, AS
CO-DOCUMENTATION AGENTS
NAME OF INSTITUTION:
Societe Generale
---------------------
By: /s/ Xxxxx Xxxx
--------------------
Name: Xxxxx Xxxx
Title: Vice President
