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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of
January 15, 1998 among STARWOOD HOTELS & RESORTS TRUST, a Maryland real estate
investment trust (the "Trust"), STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a
Maryland corporation (the "Corporation" and, together with the Trust, the
"Company"), and D.C. OVERNIGHT PARTNERS, L.P., a District of Columbia limited
partnership ("Shareholder").
RECITALS
WHEREAS, pursuant to a Stock Agreement of even date herewith and by
and among the parties hereto (the "Stock Agreement"), the Company is issuing and
delivering to Shareholder certain Paired Shares; and
WHEREAS, the Stock Agreement provides that if such Paired Shares are
Unregistered Shares, the Company shall effect the registration of such Paired
Shares under the Securities Act; and
WHEREAS, the parties desire to set forth their rights and
obligations with respect to such registration and certain other matters;
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. Each capitalized term used in this Agreement but not defined
herein shall have the meaning ascribed to such term in the Stock Agreement; and
as used in this Agreement the following terms shall have the following meanings:
"Commission" means the Securities and Exchange Commission.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Holder Information" means, with respect to a Selling Holder, (i)
such information regarding such Selling Holder as is required by Section 507 of
Regulation S-K promulgated by the Commission under the Securities Act, (ii)
information as to whether (and if so, in what manner) the intended method of
disposition of such Holder's Registrable Shares differs from the Plan of
Distribution, and (iii) any such additional information as may be required to be
included in the Registration Statement by a Selling Holder; in each case as
shall be required to effect the registration of such Registrable Shares pursuant
to the Registration Statement, the disclosures required in the Prospectus with
respect thereto and the offer and Transfer of such Registrable Shares pursuant
to the Prospectus.
"Holders" means (i) Shareholder, and (ii) any other Person who
acquires any of the Registrable Shares from Shareholder or another Holder if
(a) the Transferor and such Person shall have delivered to the Company a written
notice of such Transfer setting forth the name of such Person, and (b) such
Person shall have executed and delivered to the Company a properly completed
Joinder Agreement; in each case at such times as such Persons shall own
Registrable Shares.
"ITT Closing" means the consummation of the acquisition of ITT
Corporation by the Company.
"ITT Termination" means the issuance by the Company of a press
release stating that the Company will not consummate the acquisition of ITT
Corporation.
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"Joinder Agreement" means an agreement to be bound by this Agreement
in the form of Annex A hereto.
"Paired Shares" means (i) "paired shares" (as such term is defined
in the Purchase and Sale Agreement), and (ii) shares of capital stock of the
Trust or the Corporation issued by the Trust or the Corporation in respect of or
in exchange for paired shares in connection with any stock dividend or
distribution, stock split-up, recapitalization, recombination or exchange by the
Trust or the Corporation generally of such paired shares.
"Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, limited liability company, trust,
unincorporated organization or other entity, or government or other agency or
political subdivision thereof.
"Proposed Plan of Distribution" means a draft of the portion of the
Registration Statement that describes the intended methods of disposition of the
Registrable Shares by the Selling Holders.
"Prospectus" means, with respect to the Registration Statement and
each amendment thereto, the form of prospectus included therein.
"Registrable Shares" means, as of any date of determination, (i) the
Paired Shares that are Unregistered Shares and that constitute the Subject
Shares; (ii) any shares or other securities issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued
as) a dividend or other distribution with respect to, or in exchange by the
Trust or the Corporation generally for, or in replacement by the Trust or the
Corporation generally of, such Paired Shares; and (iii) any securities issued in
exchange for such Paired Shares in any merger or reorganization of the Company;
in each case that continue to be owned by a Holder on such date of
determination.
"Registration Statement" means a registration statement on Form S-3,
as amended from time to time, registering the offer and sale by the Selling
Holders of such Selling Holders' Registrable Shares included therein for offer
and Transfer on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act.
"Required Effectiveness Date" means the later of (i) the 30th day
after the Closing Date, or (ii) the earliest of:
(a) The 30th day after the date of the ITT Closing;
(b) The 30th day after the date of the ITT Termination; and
(c) If neither the ITT Closing nor the ITT Termination has occurred
prior to April 1, 1998, the 30th day after a demand for registration is made by
notice given by Shareholder to the Company on or after April 1, 1998;
provided, however, that in the event that, following the initial filing of the
Registration Statement, the Company is advised by the Commission that the
Registration Statement will be reviewed, each of the time periods set forth
above shall be extended for 20 days.
"Securities Act" shall mean the Securities Act of 1933, as amended.
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"Selling Holders" means
(a) each Holder (i) who complies with Sections 3.1.1 hereof, (ii)
who holds not less than 100,000 Subject Shares at the both at the time such
notice is given and the date the Registration Statement is declared effective
(or such lesser number as the Company, in its sole and absolute discretion,
shall determine for such Holder), and (iii) whose Registrable Shares are
included in the Registration Statement; and
(b) each Transferee of such a Holder who (x) provides such
Transferee's Holder Informa tion promptly after its acquisition of Subject
Shares and prior to the Company's request for acceleration of the Registration
Statement, and (y) satisfies the conditions set forth in clauses (ii) and (iii)
above.
"Transfer" means the act of selling, giving, transferring, creating
a trust (voting or otherwise), assigning or otherwise disposing of (other than
pledging, hypothecating or otherwise transferring as security) (and correlative
words shall have correlative meanings).
"Transferee" means a Person to whom Registerable Shares are
Transferred.
"Violation" shall have the meaning set forth in Section 5.1 hereof.
2. Registration Obligations of the Company. The Company shall:
2.1 File the Registration Statement with the Commission not later
than 15 days prior to the Required Effectiveness Date (determined without
reference to the proviso included in the definition of such term) and thereafter
use its best efforts to cause the Registration Statement to be declared
effective on the Required Effectiveness Date.
2.2 Furnish to the Shareholder a copy of the Registration Statement
for its review and comment not later than concurrently with the filing of the
Registration Statement with the Commission.
2.3 The Company shall give notice to the Shareholder of the expected
effectiveness of the Registration Statement no later than the date acceleration
of such effectiveness is requested of the Commission; provided, however, that in
no event shall the Company have any liability for any failure to give such
notice.
2.4 Include in the Registration Statement the number of each
Holder's Registrable Shares for each Holder as shall be specified for such
Holder pursuant to Section 3.1 hereof.
2.5 Use its best efforts to keep the Registration Statement
effective until the earlier of (i) one year after the Closing Date, or (ii) such
date as of which all the Selling Holders have completed the distribution or
other disposition of the Registrable Shares registered under the Registration
Statement. If the Registration Statement is terminated pursuant to clause (i)
above, the Company shall timely file with the Commission all reports and other
information required to enable all holders of Registrable Shares to Transfer
such shares pursuant to Rule 144 promulgated by the Commission under the
Exchange Act, as amended.
2.6 During the effectiveness of the Registration Statement, upon
notice to the Company by a Selling Holder of a Transfer of Registrable Shares
pursuant to the Registration Statement and receipt
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(i) by the Company of a certificate from such Selling Holder in the form of
Annex B attached hereto, and (ii) by counsel for the Company of a certificate
from such Selling Holder in the form of Annex C attached hereto, in each case
representing that such Registrable Shares were offered and have been Transferred
by such Selling Holder in a manner consistent with the description set under the
caption "Plan of Distribution" in the Prospectus, the Company shall use its best
efforts to cause such Registrable Shares to be reissued as soon as practicable
(and not later than three Business Days following receipt by the Company and
such counsel of such certificates) in the name of the transferee free of any
restrictive legend under the Securities Act and to take all such actions as may
be reasonably required to cause its transfer agent to comply with the
undertakings set forth in this section.
2.7 Use its best efforts to amend the Registration Statement or
supplement the Prospectus so that they will remain current and in compliance
with the requirements of the Securities Act for the period specified in Section
2.4 hereof, and use its best efforts to give the Selling Holders notice of the
happening of any event or development as a result of which the Registration
Statement or Prospectus may contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements made therein not misleading. In the event that any Registrable
Shares included in the Registration Statement remain unsold at the end of the
period during which the Company is obligated to use its best efforts to maintain
the effectiveness of the Registration Statement, the Company may file a
post-effective amendment to the Registration Statement for the purpose of
deregistering such unsold Registrable Shares.
2.8 Furnish to each Selling Holder, without charge, such numbers of
copies of the Registration Statement, any pre-effective or post-effective
amendment thereto, the final Prospectus, and any amendments or supplements
thereto, in each case in conformity with the requirements of the Securities Act,
and such other related documents, as each Selling Holder may reasonably request
in order to facilitate the Transfer of the Registrable Shares owned by such
Selling Holder.
2.9 Use its best efforts to register and qualify the Registrable
Shares covered by the Registration Statement under such securities laws of such
states or jurisdictions as shall be reasonably requested by the Selling Holders;
provided, however, that neither the Trust nor the Corporation shall be required
in connection therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such states or
jurisdictions.
2.10 Promptly notify each Selling Holder of any stop order issued or
threatened to be issued by the Commission or any of the jurisdictions referred
to in Section 2.9 hereof in connection with the Registration Statement (and use
its best efforts to prevent the entry of such stop order or to remove it if
entered as promptly as practicable).
2.11 Use its best efforts to cause the Registrable Shares covered by
the Registration Statement, if the Paired Shares are then listed on a securities
exchange or included for quotation in a recognized trading market, to continue
to be so listed or included.
3. The Holders' Obligations.
3.1 The obligations of the Company under Section 2 with respect to each
Holder are subject to the satisfaction of each of the following conditions:
3.1.1 Not later than 10 days after the later of (i) the date
hereof, or (ii) the date on which the Company delivers the Proposed Plan
of Distribution to the Shareholder (or such later
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date as the Company, in its sole and absolute discretion, shall
determine), such Holder shall furnish all of its Holder Information to the
Company, if such Holder Information discloses that such Holder holds not
less than 100,000 Subject Shares (or such lesser number as the Company, in
its sole and absolute discretion, shall determine for such Holder).
3.1.2 Prior to the effectiveness of the Registration
Statement, such Holder shall furnish to the Company by a notice such
amendments and supplements to its Holder Information provided pursuant to
Section 3.1.1 hereof as may be necessary in order to assure that the
Holder Information included in the Registration Statement for each Selling
Holder does not include a misstatement of a material fact or omits to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading.
3.1.3 Such Holder shall cooperate with the Company in the
preparation of the Registration Statement in the manner and to the extent
reasonably requested by the Company, including accurately and fully
completing, executing and delivering to the Company such documents as the
Company may reasonably request in order to permit the Company to obtain
the Holder Information or to otherwise comply with all applicable laws or
to obtain acceleration of the effectiveness of the Registration Statement.
3.1.4 Such Holder shall not have breached any of its
obligations to the Company set forth in this Section 3.1 or in Sections 3
or 4 of the Stock Agreement; provided, however, that if such breach is one
that is capable of being cured and is actually cured by such Holder in all
material respects, the obligations of the Company to such Holder that
arises, or which the Company is obligated to perform in whole or in part,
after such cure shall be reinstated on the terms and subject to the
conditions set forth herein. A Transferee of Subject Shares who is
otherwise entitled to have such shares included in the Registration
Statement shall be deemed not have breached its obligation to provide its
Holder Information to the Company if it provides such information promptly
after its acquisition of such shares and prior to the Company's request
for acceleration of the Registration Statement
3.1.5 Such Holder shall not have made any material
misrepresentation pursuant to Section 6 of the Stock Agreement.
3.2 No action taken or omitted to be taken by or on behalf of any
Holder shall adversely affect the rights of any other Holder hereunder.
3.3 After the effectiveness of the Registration Statement, each
Selling Holder (and each transferee thereof) shall furnish to the Company by a
notice such amendments and supplements to its Holder Information provided
pursuant to Section 3.1 hereof as may be necessary in order to assure that the
Holder Information included in the Registration Statement for such Holder does
not include a misstatement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.
4. Expenses of Registration. The Company shall pay all expenses incurred in
connection with the registration, filing and qualification of the Registrable
Shares, including all registration, filing and NASD or securities exchange fees;
all fees and expenses of complying with securities or blue sky laws; all word
processing, duplicating and printing expenses; and the fees and disbursements of
counsel and accountants for the Company; but excluding all discounts,
commissions or fees of selling brokers or similar securities industry
professionals and all fees and expenses of counsel and accountants for the
Selling Holders.
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5. Indemnification; Contribution.
5.1 To the extent permitted by applicable law, the Company shall
indemnify and hold harmless each Selling Holder; each Person, if any, who
controls such Selling Holder within the meaning of the Securities Act; and each
officer, director, partner and employee of such Selling Holder and such
controlling Person; against any and all losses, claims, damages, liabilities and
expenses incurred by such party pursuant to any actual or threatened action,
suit, proceeding or investigation, or to which any of the foregoing Persons may
become subject under the Securities Act, to the extent such losses, claims,
damages, liabilities and expenses arise out of or are based upon any of the
following (collectively a "Violation"):
5.1.1 Any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, including any final
Prospectus, or any amendments or supplements thereto;
5.1.2 The omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the
statements therein not misleading; or
5.1.3 Any violation or alleged violation by the Company of the
Securities Act, the Exchange Act or any applicable state securities law;
provided, however, that the indemnification required by this Section 5.1 shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or expense if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld or delayed), nor shall
the Company be liable in any such case for any such loss, claim, damage,
liability or expense incurred by a Selling Holder (or any Person, if any, who
controls such Selling Holder within the meaning of the Securities Act, or any
officer, director, partner and employee of such Selling Holder and such
controlling Person) to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with the Holder
Information or other information furnished to the Company by or on behalf of
such Selling Holder expressly for use in connection with the Registration
Statement.
5.2 To the extent permitted by applicable law, each Selling Holder
shall indemnify and hold harmless the Company; each of its directors, each of
its officers who shall have signed the Registration Statement; each Person, if
any, who controls the Company within the meaning of the Securities Act; any
other Selling Holder, any controlling Person of any such other Selling Holder
and each officer, director, partner, and employee of such other Selling Holder
and such controlling Person; against any and all losses, claims, damages,
liabilities and expenses, incurred by such party pursuant to any actual or
threatened action, suit, proceeding or investigation, or to which any of the
foregoing Persons may otherwise become subject under the Securities Act, to the
extent such losses, claims, damages, liabilities and expenses arise out of or
are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with the
Holder Information or other information furnished to the Company by or on behalf
of that Selling Holder expressly for use in connection with the Registration
Statement.
5.3 Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action, suit, proceeding,
investigation or threat thereof made in writing for which such indemnified party
may make a claim under this Section 5, such indemnified party shall deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to
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the parties. The failure of an Indemnified Party to deliver written notice to
the indemnifying party within a reasonable time following the commencement of
any such action shall not relieve such indemnifying party of any liability to
the indemnified party under this Section 5 unless such failure is prejudicial to
such indemnifying party's ability to defend such action. Any fees and expenses
incurred by the indemnified party (including any fees and expenses incurred in
connection with investigating or preparing to defend such action or proceeding)
shall be paid to the indemnified party, as incurred, within 30 days of written
notice thereof to the indemnifying party (regardless of whether it is ultimately
determined that an indemnified party is not entitled to indemnification
hereunder). Any such indemnified party shall have the right to employ separate
counsel in any such action, claim or proceeding and to participate in the
defense thereof, but the fees and expenses of such counsel shall be the expenses
of such indemnified party unless (i) the indemnifying party has agreed to pay
such fees and expenses, or (ii) the indemnifying party shall have failed to
promptly assume the defense of such action, claim or proceeding, or (iii) the
named parties to any such action, claim or proceeding (including any impleaded
parties) include both such indemnified party and the indemnifying party, and
such indemnified party shall have been advised by counsel that there may be one
or more legal defenses available to it which are different from or in addition
to those available to the indemnifying party and that the assertion of such
defenses would create a conflict of interest such that counsel employed by the
indemnifying party could not faithfully represent the indemnified party (in
which case, if such indemnified party notifies the indemnifying party in writing
that it elects to employ separate counsel at the expense of the indemnifying
party, the indemnifying party shall not have the right to assume the defense of
such action, claim or proceeding on behalf of such indemnified party, it being
understood, however, that the indemnifying party shall not, in connection with
any one such action, claim or proceeding or separate but substantially similar
or related actions, claims or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (together with
appropriate local counsel) at any time for all such indemnified parties, unless
in the reasonable judgment of such indemnified party a conflict of interest
would exist between such indemnified party and any other of such indemnified
parties with respect to such action, claim or proceeding, in which event the
indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel or counsels). No indemnifying party shall be liable to an
indemnified party for any settlement of any action, proceeding or claim without
the written consent of the indemnifying party, which consent shall not be
unreasonably withheld or delayed.
5.4 If the indemnification required by this Section 5 from the
indemnifying party is determined by a court of competent jurisdiction to be
unavailable to an indemnified party hereunder in respect of any losses, claims,
damages, liabilities or expenses referred to in this Section 5:
5.4.1 The indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities
or expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and indemnified parties in connection with
the actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified parties shall be
determined by reference to, among other things, whether any Violation has
been committed by, or relates to information supplied by, such
indemnifying party or indemnified parties, and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such Violation. The amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and expenses referred to above
shall be deemed to include, subject to the limitations set forth in
Section 5.1 and 5.2, any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding.
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5.4.2 The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5.4 were determined by
pro rata allocation or by any other method of allocation which does not
take into account the equitable considerations referred to in Section
5.4.1. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of a fraudulent misrepre-
sentation.
5.5 If indemnification is available under this Section 5, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in this Section 5 without regard to the relative fault of such
indemnifying party or indemnified party or any other equitable consideration
referred to in Section 5.4.
5.6 The obligations of the Company and the Selling Holders under
this Section 5 shall survive the completion of any offering of Registrable
Shares pursuant to the Registration Statement and any termination of this
Agreement.
6. Amendment, Modification and Waivers; Further Assurances.
6.1 This Agreement may be amended with the consent of the Company
and the Company may take any action herein prohibited, or omit to perform any
act herein required to be performed by it; in each case only if the Company
shall have obtained the written consent of Holders holding more than 50% of the
Registrable Shares. Such amendment, action or omission shall not require the
consent of any other Holder. In addition, the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
that affects the rights hereunder of a specific Holder with the written consent
of such Holder.
6.2 No waiver of any terms or conditions of this Agreement shall
operate as a waiver of any other breach of such terms and conditions or any
other term or condition, nor shall any failure to enforce any provision hereof
operate as a waiver of such provision or of any other provision hereof. No
written waiver hereunder, unless it by its own terms explicitly provides to the
contrary, shall be construed to effect a continuing waiver of the provisions
being waived and no such waiver in any instance shall constitute a waiver in any
other instance or for any other purpose or impair the right of the party against
whom such waiver is claimed in all other instances or for all other purposes to
require full compliance with such provision.
6.3 Each of the parties hereto shall execute all such further
instruments and documents and take all such further action as any other party
hereto may reasonably require in order to effectuate the terms and purposes of
this Agreement.
7. Miscellaneous.
7.1 Business Day. Whenever this Agreement requires that an action be
taken or a notice be given on a date that would otherwise not be a Business Day,
the time period for taking such action or giving such notice shall be extended
to the first day thereafter that is a Business Day.
7.2 Governing Law. This agreement shall be governed by and construed
in accordance with the laws of the state of New York, without giving regard to
the conflict of laws principles thereof.
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7.3 Notices. All notices, requests, demands, consents, approvals,
designations and other deliveries and communications called for or contemplated
by this Agreement shall be in writing and shall be given (i) in the case of
Shareholder or the Company, to the address and in the manner set forth in
Section 7 of the Stock Agreement, and (ii) in the case of any Holder other than
Shareholder, in the manner set forth in Section 7 of the Stock Agreement and to
the address provided to the Company in such Holder's Joinder Agreement.
7.4 Entire Agreement; Integration. This Agreement, together with the
Stock Agreement, supersedes all prior agreements between or among any of the
parties hereto with respect to the subject matter contained herein and therein,
and such agreements embody the entire understanding among the parties relating
to such subject matter.
7.5 Section Headings. Section headings are for convenience of
reference only and shall not affect the meaning of any provision of this
Agreement.
7.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and all of which shall
together constitute one and the same instrument. All signatures need not be on
the same counterpart.
7.7 Severability. If any provision of this Agreement shall be
invalid or unenforceable, such invalidity or unenforceability shall not affect
the validity and enforceability of the remaining provisions of this Agreement,
unless the result thereof would be unreasonable, in which case the parties
hereto shall negotiate in good faith as to appropriate amendments hereto.
7.8 Termination. This Agreement may be terminated at any time by a
written instrument signed by the parties hereto. Unless sooner terminated in
accordance with the preceding sentence, this Agreement (other than Section 5
hereof) shall terminate in its entirety on such date as there shall be no
Registrable Shares.
7.9 Attorneys' Fees. In any action or proceeding brought to enforce
any provision of this Agreement, or where any provision hereof is validly
asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees (including any fees incurred in any appeal) in
addition to its costs and expenses and any other available remedy.
7.10 No Third Party Beneficiaries or Assignees. Nothing herein
expressed or implied is intended to confer upon any person, other than the
parties hereto or the Holders (to the extent expressly provided herein) any
rights, remedies, obligations or liabilities under or by reason of this
Agreement. Neither this Agreement not the rights or obligations hereunder may be
assigned or otherwise transferred by any Holder except as permitted herein with
respect to a Transfer of Registrable Shares.
7.11 Starwood Hotels & Resorts Trust. The parties hereto understand
and agree that the name "Starwood Hotels & Resorts Trust" is a designation of
the Trust and its trustees (as trustees but not personally) under the Trust's
Declaration of Trust, and all persons dealing with the Trust shall look solely
to the Trust's assets for the enforcement of any claims against the Trust, and
that the Trustees, officers, agents and security holders of the Trust assume no
personal liability for obligations entered into on behalf of the Trust, and
their respective individual assets shall not be subject to the claims of any
person relating to such obligations.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first written above.
"Shareholder"
D.C. OVERNIGHT PARTNERS, L.P.,
a District of Columbia limited partnership
By: D.C. OVERNIGHT, INC., a District of Columbia
corporation, its sole General Partner
/s/ Xxxxx Xxxxxx
_____________________________
Xxxxx Xxxxxx
President
STARWOOD HOTELS & RESORTS TRUST
a Maryland real estate investment trust
/s/ Xxxxxx X. Xxxxxxx
By: _____________________________
Xxxxxx X. Xxxxxxx
Senior Vice President
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
a Maryland corporation
/s/ Xxx X. Xxxxxxxx
By: _____________________________
Xxx X. Xxxxxxxx
Secretary
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ANNEX A
to Registration
Rights Agreement
AGREEMENT TO BE BOUND
BY THE REGISTRATION RIGHTS AGREEMENT
The undersigned, being the transferee or the intended transferee of
_________ Paired Shares (the "Registrable Shares") of Starwood Hotels & Resorts
Trust, a Maryland real estate investment trust, and Starwood Lodging
Corporation, a Maryland corporation (together, the "Company"), as a condition to
the transfer to and acquisition by the undersigned of such Registrable Shares,
acknowledges that matters pertaining to the sale and registration of such
Registrable Shares are governed by the Registration Rights Agreement (the
"Registration Rights Agreement"), dated as of January 15, 1998, initially among
the Company and D.C. Overnight Partners, L.P., a District of Columbia limited
partnership, and the undersigned hereby (1) acknowledges receipt of a copy of
such agreement, and (2) agrees to be bound as a "Holder" by the terms of the
Registration Rights Agreement, as the same has been or may be amended from time
to time.
Agreed to this ____ day of __________, _____.
____________________________________
By: _______________________________
Its: _______________________________
Address, telephone number and
telecopy number for notices:
____________________________________
____________________________________
____________________________________
____________________________________
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ANNEX B
to Registration
Rights Agreement
[Letterhead of Selling Holder]
____________, 199__
BY TELECOPIER
Starwood Hotels & Resorts Trust
0000 X. Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxx or Chief Financial Officer
Starwood Hotels & Resorts Worldwide, Inc.
0000 X. Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxxx or Vice President
Re: Starwood Hotels & Resorts
Ladies and Gentlemen:
Reference is made to the prospectus (the "Prospectus") included in
the Registration Statement on Form S-3 (Registration No. ___________) filed by
Starwood Hotels & Resorts Trust (the "Trust") and Starwood Hotels & Resorts
Worldwide, Inc. (the "Corporation" and, together with the Trust, the "Company")
with the Securities and Exchange Commission on _________, 1998, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration for resale by the shareholders named therein of certain shares of
beneficial interest, par value $.01 per share, of the Trust, and shares of
common stock, par value $.01 per share, of the Corporation (the "Paired
Shares"), including _______ Paired Shares held by the undersigned.
___________ of the Paired Shares held by the undersigned were
offered for sale and have been sold by the undersigned in a manner consistent
with the description set under the caption "Plan of Distribution" in the
Prospectus. Thus, the undersigned requests that new certificates evidencing such
Paired Shares be issued in the name of _________________________, the
transferee, free of any restrictive legend under the Securities Act.
Very truly yours,
[Name and signature of Selling Holder]
13
ANNEX C
to Registration
Rights Agreement
[Letterhead of Selling Holder]
____________, 199__
BY TELECOPIER
Sidley & Austin
000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.,
Xxxxxxx X. Xxxxx, Esq. and
Xxxxx X. Xxxxxxxxx, Esq.
Re: Starwood Hotels & Resorts
Ladies and Gentlemen:
Reference is made to the prospectus (the "Prospectus") included in
the Registration Statement on Form S-3 (Registration No. ___________) filed by
Starwood Hotels & Resorts Trust (the "Trust") and Starwood Hotels & Resorts
Worldwide, Inc. (the "Corporation" and, together with the Trust, the "Company")
with the Securities and Exchange Commission on _________, 1998, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration for resale by the shareholders named therein of certain shares of
beneficial interest, par value $.01 per share, of the Trust, and shares of
common stock, par value $.01 per share, of the Corporation (the "Paired
Shares"), including _______ Paired Shares held by the undersigned.
The undersigned understands that you have been requested by the
Company to deliver an opinion to the Company's transfer agent that, upon the
sale by the undersigned of the Paired Shares, certificates evidencing such
shares may be issued to the transferee(s) without any restrictive legend under
the Securities Act. For the purpose of facilitating the delivery by you of such
opinion, the undersigned, hereby represents that _______ of the Paired Shares
held by the undersigned were offered for sale and have been sold in a manner
consistent with the description set under the caption "Plan of Distribution" in
the Prospectus.
The undersigned understands that you will be relying on the
foregoing representations in rendering your opinion, and the undersigned
consents to such reliance.
Very truly yours,
[Name and signature of Selling Holder]
