SECOND AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.5
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of December 9, 2011, among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (the “Corporation”), each additional Dollar Revolving Loan Borrower (as defined in the Credit Agreement referred to below), each additional Alternate Currency Revolving Loan Borrower (as defined in the Credit Agreement referred to below), various lenders from time to time party to the Credit Agreement (the “Lenders”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). 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 other Borrowers, the Lenders from time to time party thereto, the Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and Deutsche Bank Securities Inc., X.X. Xxxxxx Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (as successor by merger with Banc of America Securities LLC), as Lead Arrangers and Book Running Managers, are parties to that certain Credit Agreement, dated as of April 20, 2010 (as amended, modified, and/or supplemented to, but not including, the date hereof, the “Credit Agreement”); and
WHEREAS, subject to the terms and conditions of this Second Amendment, the Corporation, the other Borrowers, the Lenders and the Administrative Agent wish to amend Section 8.07 of the Credit Agreement as provided herein;
NOW, THEREFORE, it is agreed:
PART I. Amendments.
Section 8.07 of the Credit Agreement is hereby amended by deleting the period (“.”) at the end of clause (ii) of said Section and inserting the following new text in lieu thereof:
“; provided, however, that Subsidiaries of the Corporation that are included (together with full financial results for the applicable period) in the Corporation’s consolidated financial statements and related schedules for a fiscal quarter and a Fiscal Year of the Corporation (as required to be delivered pursuant to Section 8.01(a) or (b), as applicable) shall not be required to maintain the fiscal year and fiscal quarter ends described in clause (i) and (ii) above.”.
PART II. Miscellaneous Provisions.
A. Each Guarantor, by its signature below, hereby confirms that (i) its Guaranty shall remain in full force and effect and (ii) its Guaranty covers its Relevant Guaranteed Obligations, in each case after giving effect to this Second Amendment.
B. In order to induce the Administrative Agent and the Lenders to enter into this Second Amendment, the Corporation represents and warrants to the Lenders that, on the Second Amendment Effective Date (as defined below), before, as of and after giving effect to this Second 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 the 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 Second 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 Second 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 Second 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 SECOND 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 Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) when each of the following conditions has been satisfied:
(i) each Borrower, each Guarantor, the Administrative Agent and Lenders constituting 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); and
(ii) the Corporation shall have paid (or caused to be paid) to the Agents and the Lenders all fees, costs and expenses (including, without limitation, reasonable legal fees and expenses) payable to the Agents and the Lenders to the extent then due.
G. From and after the Second 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 by this Second Amendment on the Second Amendment Effective Date. This Second Amendment shall constitute a Credit Document for all purposes under the Credit Agreement and the other Credit Documents.
[Signatures appear on the following page.]
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Second Amendment as of the date first above written.
| STARWOOD HOTELS & RESORTS WORLDWIDE, INC., as Borrower and Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | VICE PRESIDENT & Treasurer | |
| STARWOOD FINANCE EUROPE LIMITED, as an Alternate Currency Revolving Loan Borrower | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | ATTORNEY | |
| SHERATON HOTELS (U.K.) PLC, as an Alternate Currency Revolving Loan Borrower | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | ATTORNEY | |
| SHERATON ON THE PARK PTY LIMITED (ABN 14 003 366 550), as an Alternate Currency Revolving Loan Borrower | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: | XXXXXXX X. XXXXX | |
| Title: | ATTORNEY | |
| OPERADORA SHERATON S de RL de CV, as an Alternate Currency Revolving Loan Borrower | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: XXXX XXXXXXX Title: LEGAL REPRESENTATIVE | ||
| STARWOOD ITALIA S.R.L., as an Alternate Currency Revolving Loan Borrower | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: XXXXXXX X. XXXXXX Title: ATTORNEY | ||
| STARWOOD JAPAN HOLDINGS PTE. LTD., as an Alternate Currency Revolving Loan Borrower | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: XXXXXXX X. XXXXXX Title: ATTORNEY | ||
| CIGAHOTELS ESPANA SL, as an Alternate Currency Revolving Loan Borrower | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: XXXXXXX X. XXXXXX Title: ATTORNEY | ||
| DEUTSCHE BANK AG NEW YORK BRANCH, Individually and as Administrative Agent | ||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |
| Name: XXXXXX X. XXXXXXXX | ||
| Title: DIRECTOR | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: XXXXX XXXXXXX | ||
| Title: MANAGING DIRECTOR | ||
Second Amendment to the Starwood Hotels & Resorts Worldwide Revolving Credit Agreement dated April 20, 2010
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED)
NAME OF INSTITUTION:
BANK OF AMERICA, N.A. | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Senior Vice President | ||
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED)
NAME OF INSTITUTION:
THE BANK OF NOVA SCOTIA | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Director | ||
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED)
NAME OF INSTITUTION:
The Bank of Tokyo-Mitsubishi UFJ, Ltd. | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: XXXXXXX XXXXX | ||
| Title: VICE PRESIDENT | ||
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED) | ||
| NAME OF INSTITUTION: | ||
| BARCLAYS BANK PLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Director | ||
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED) | ||
| NAME OF INSTITUTION: | ||
| CITIBANK, N.A. | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President | ||
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED) | ||
| NAME OF INSTITUTION: | ||
| Credit Agricole Corporate and Investment Bank | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Managing Director | ||
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED) |
| NAME OF INSTITUTION: | ||||
| CREDIT SUISSE AG, Cayman Islands Branch | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: Xxxx Xxxxxx | ||||
| Title: Director | ||||
| By: | /s/ Xxxxxxx Brechtbuehl | |||
| Name: Xxxxxxx Brechtbuehl | ||||
| Title: Assistant Vice President |
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED) | ||
| NAME OF INSTITUTION: | ||
| Xxxxxxx Sachs Bank USA | ||
| By: | /s/ Xxxxxx Xxxxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxxxx | ||
| Title: Authorized Signatory | ||
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED) | ||
| NAME OF INSTITUTION: | ||
| JPMORGAN CHASE BANK, N.A. | ||
| By: | /s/ Xxxx Xxxxxxxxxx | |
| Name: Xxxx Xxxxxxxxxx | ||
| Title: Executive Director | ||
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED) | ||
| NAME OF INSTITUTION: | ||
| Mizuho Corporate Bank, Ltd. | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Authorized Signatory | ||
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED) | ||
| Xxxxxx Xxxxxxx Bank, N.A. | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Authorized Signatory | |
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED) | ||
| Royal Bank of Canada: | ||
| By: | /s/ G. Xxxxx Xxxx | |
| Name: G. Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED) | ||
| NAME OF INSTITUTION: | ||
| The Royal Bank of Scotland plc | ||
| By: | /s/ Xxxxxxx X. XxXxxxxx | |
| Name: Xxxxxxx X. XxXxxxxx | ||
| Title: Managing Director | ||
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS | ||
| NAME OF INSTITUTION: | ||
| Sumitomo Mitsui Banking Corporation | ||
| By: | /s/ Xxxxxxx X. Xxxx | |
| Name: Xxxxxxx X. Xxxx | ||
| Title: Managing Director | ||
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED) | ||
| NAME OF INSTITUTION: | ||
| US Bank, National Association | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Vice President | ||
| SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF APRIL 20, 2010, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT, AND DEUTSCHE BANK SECURITIES INC., X.X. XXXXXX SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGERS AND BOOK RUNNING MANAGERS (AS AMENDED) | ||
| NAME OF INSTITUTION: | ||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ Xxxx X. Xxxxxxx | |
| Name: Xxxx X. Xxxxxxx | ||
| Title: Senior Vice President | ||
