THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.4

EXECUTION COPY

THIRD AMENDMENT TO CREDIT AGREEMENT

THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of July 29, 2014, to the Credit Agreement referred to below. 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, STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (the “Corporation”), each additional Domestic Dollar Revolving Loan Borrower, each additional Alternate Currency Revolving Loan Borrower, the lenders party to the Credit Agreement, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and certain other financial institutions are parties to the Credit Agreement, dated as of November 30, 2012 (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 Third Amendment, the Corporation, the other Borrowers and the Lenders party hereto, which collectively constitute the Required Lenders, wish to amend the Credit Agreement as provided herein;

NOW, THEREFORE, it is agreed:

PART I. Amendments.

A. Section 1.03(a) of the Credit Agreement is hereby amended by replacing the first sentence with the following:

“Whenever a Borrower desires to incur Loans hereunder (excluding (w) Borrowings of Swingline Loans, (x) Borrowings of Revolving Loans incurred pursuant to a Mandatory Borrowing, (y) Borrowings of Competitive Bid Loans and (z) Borrowings of Canadian Prime Rate Loans to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in clause (i) of Schedule III), (i) in the case of a Base Rate Loan to be incurred hereunder, it shall give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) at the Notice Office on the Business Day of such proposed Borrowing, (ii) in the case of a Canadian Base Rate Loan to be incurred hereunder, it shall give the Administrative Agent at the Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing), and (iii) in the case of a Euro Rate Loan, Bankers’ Acceptance Loan or Permitted Non-LIBOR-Based Alternate Currency Revolving Loan to be incurred hereunder, it shall give the Administrative Agent at the Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing); provided that any such notice shall be deemed to have been given on a certain day only (i) in the case of a Canadian Base Rate Loan, Euro Rate Loan, Bankers’ Acceptance Loan or Permitted Non-LIBOR-Based Alternate Currency Revolving Loan, if given before 4:00 p.m. (New York time) on such day and (ii) in the case of a Base Rate Loan, if given before 11:00 a.m. (New York time) on such day.”

B. Section 6.01 of the Credit Agreement is hereby amended by adding the following after the words “(ii) all representations and warranties contained herein and in the other Credit Documents”:

“(except the representation set forth in Section 7.03(b) of this Credit Agreement)”

PART II. Miscellaneous Provisions.

A. The Corporation, by its signature below, hereby confirms that its Guaranty shall remain in full force and effect after giving effect to this Third Amendment.

B. In order to induce the Lenders to enter into this Third Amendment, the Corporation represents and warrants to the Lenders that, on the Third Amendment Effective Date (as defined below), (i) there shall exist no Specified 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 Third 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 Third Amendment is limited as specified and shall not constitute a modification, novation, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. Except as expressly set forth herein, this Third Amendment shall not operate as a waiver of any rights, powers or remedies available to the Lenders under the Credit Agreement. Except as expressly amended by this Third Amendment, the Credit Agreement remains in full force and effect and is hereby ratified and confirmed after giving effect to this Third Amendment.

D. This Third 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 THIRD 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 Third Amendment shall become effective on the date (the “Third Amendment Effective Date”) when each Borrower 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 or PDF transmission) the same to the Administrative Agent (or its designee) and the Administrative Agent confirms as the Third Amendment Effective Date.

G. From and after the Third 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 Third Amendment on the Third Amendment Effective Date. This Third Amendment shall constitute a Credit Document for all purposes under the Credit Agreement and the other Credit Documents.

[Signatures appear on the following page.]

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Third Amendment as of the date first above written.

STARWOOD HOTELS & RESORTS WORLDWIDE, INC., as a Borrower and Guarantor
By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President & Treasurer
FRANCHISE AND LICENSE (CANADIAN) OPS LIMITED PARTNERSHIP, as a Borrower
By: 1367357 ALBERTA ULC, in its capacity as general partner
By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		President
STARWOOD ITALIA S.R.L., as a Borrower
By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:
STARWOOD INTERNATIONAL FINANCE LIMITED, as a Borrower
By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:
COMPANHIA PALMARES HOTEIS E TURISMO, as a Borrower
By:		/s/ Xxxxxxx Giurno
		Name:		Xxxxxxx Giurno
		Title:		Director of Finance

[Starwood - Third Amendment Signature Page]

OPERADORA SHERATON, S. DE X.X. DE C.V., as a Borrower
By:		/s/ Xxxxxxxxx Xxxxxxx Osti
		Name:		Xxxxxxxxx Xxxxxxx Osti
		Title:		Attorney in Fact

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
JPMorgan Chase Bank N.A.
By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Vice President
For each lender requiring a second signature line:
By:
		Name:
		Title:

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
THE CHIBA BANK, LTD., NEW YORK BRANCH, as a Lender:
By:		/s/ Xxxxxxxx Xxxxx
		Name:		Xxxxxxxx Xxxxx
		Title:		General Manager
For each lender requiring a second signature line:
By:
		Name:
		Title:

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
BANK OF HAWAII
By:		/s/ Xxxx XxXxxxx
		Name:		Xxxx XxXxxxx
		Title:		Senior Vice President

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
THE BANK OF NOVA SCOTIA
By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Director
For each lender requiring a second signature line:
By:
		Name:
		Title:

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
BANK HAPOALIM B.M.
By:		/s/ Xxxxxxx XxXxxxxxxx
		Name:		Xxxxxxx XxXxxxxxxx
		Title:		Senior Vice President
By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Vice President

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
Citibank N.A.
By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President
For each lender requiring a second signature line:
By:
		Name:
		Title:

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION: SunTrust Bank
By:		/s/ W. Xxxxxxx Xxxxxxxx
		Name:		W. Xxxxxxx Xxxxxxxx
		Title:		Director

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Mizuho Bank, Ltd.
By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Authorized Signatory

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
ROYAL BANK OF CANADA
By:		/s/ Xxx XxXxxx
		Name:		Xxx XxXxxx
		Title:		Authorized Signatory

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
FIRST HAWAIIAN BANK
By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Senior Vice President

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By:		/s/ Xxxxxxxx Xxxxx
		Name:		Xxxxxxxx Xxxxx
		Title:		Vice-President

For each lender requiring a second signature line:

By:

Name:

Title:

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
BANK OF CHINA, NEW YORK BRANCH
By:		/s/ Xxxxxxx Xx
		Name:		Xxxxxxx Xx
		Title:		Executive Vice President

For each lender requiring a second signature line:

By:

Name:

Title:

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
Credit Suisse AG, Cayman Islands Branch
By:		/s/ Xxxx X’Xxxx
		Name:		Xxxx X’Xxxx
		Title:		Authorized Signatory
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Authorized Signatory

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
Xxxxx Fargo Bank, N.A.
By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Senior Vice President

For each lender requiring a second signature line:

By:

Name:

Title:

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
BARCLAYS BANK PLC
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
Intesa Sanpaolo S.p.A. – New York Branch
By:		/s/ Xxxx X. Xxxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxxx
		Title:		First Vice President

For each lender requiring a second signature line:
By:		/s/ Francesco Di Mario
		Name:		Francesco Di Mario
		Title:		F.V.P. & Head of Credit

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
Xxxxxx Xxxxxxx Bank, N.A.
By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Authorized Signatory

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Bank of America, N.A.
By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Senior Vice President

For each lender requiring a second signature line:

By:

Name:

Title:

[Starwood - Third Amendment Signature Page]

SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Managing Director

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
U.S. Bank, National Association
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Senior Vice President

For each lender requiring a second signature line:

By:

Name:

Title:

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
XXXXXXX XXXXX BANK USA
By:		/s/ Xxxxxxxx Xxxxxxx
		Name:		Xxxxxxxx Xxxxxxx
		Title:		Vice President

For each lender requiring a second signature line:

By:

Name:

Title:

[Starwood - Third Amendment Signature Page]

SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
AUSTRALIA AND NEW ZEALAND BANKING GROUP
By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Director

[Starwood - Third Amendment Signature Page]