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Exhibit 10.1
AMENDMENT NO. 2 TO
INDEMNIFICATION AGREEMENT
June 26, 1997
Starwood Lodging Trust
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Re: Indemnification Agreement
Gentlemen:
Please refer to the Indemnification Agreement (the
"Agreement") dated as of March 1, 1996, and Amendment No. 1 to
Indemnification Agreement ("Amendment No. 1"), each between Starwood Lodging
Trust, a Maryland real estate investment trust (the "Trust") and the
undersigned.
Defined terms used herein have the same meaning as in the
Agreement.
The Agreement as previously amended and clarified is hereby
further amended and clarified as follows (paragraph numbers below correspond to
the Article or Section numbers of the Agreement affected by that paragraph):
2. The obligation to indemnify set forth in Article 2 of the
Agreement is intended to include the obligation to advance expenses to
Indemnitee.
4. The first paragraph of Article 4 of the Agreement is
without limitation on the provisions of Article 2 of the Agreement.
5. The exceptions to the indemnification obligations under
Article 3 and the expense advance obligations under Article 4, as set forth in
subparagraphs (a) through (f) of Article 5, are subject to any contrary
determination by a court of competent jurisdiction.
11. The reference to Article 4 in Section 11(a)(i) and the
reference to Article 3 in Section 11(b) shall be deemed to include in each case
a reference to Article 2 as well.
Yours very truly,
AGREED TO:
Starwood Lodging Trust,
a Maryland real estate investment trust
By:_________________________________
Its:________________________________
