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Exhibit 10.4
FOURTH AMENDMENT TO CREDIT AGREEMENT
FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of July 15, 1998, among STARWOOD HOTELS & RESORTS, a Maryland real estate
investment trust ("Starwood REIT"), SLT REALTY LIMITED PARTNERSHIP, a Delaware
limited partnership ("SLT RLP"), STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a
Maryland corporation (the "Corporation"), ITT CORPORATION, a Nevada corporation
("ITT" and, together with Starwood REIT, SLT RLP and the Corporation, the
"Borrowers") the lenders from time to time party to the Credit Agreement
referred to below (the "Lenders"), BANKERS TRUST COMPANY and THE CHASE MANHATTAN
BANK, as Administrative Agents (in such capacity, the "Administrative Agents)
and XXXXXX COMMERCIAL PAPER INC. and BANK OF MONTREAL, as Syndication Agents (in
such capacity, the "Syndication Agents"). 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 Borrowers, the Lenders, the Administrative Agents
and the Syndication Agents are parties to a certain Credit Agreement, dated as
of February 23, 1998 (as amended, modified or supplemented to the date hereof,
the "Credit Agreement"); and
WHEREAS, ITT and its Subsidiaries have incurred certain
intercompany debt (the "ITT Foreign Debt") more particularly described in
Exhibit 1 attached hereto;
WHEREAS, ITT and its Subsidiaries have incurred certain
intercompany debt (the "Sheraton Suites Debt") more particularly described in
Exhibit 2 attached hereto;
WHEREAS, the Parent Companies are considering an investment of
between 25% and 50% of the equity in the Camino Real luxury hotel chain with 16
hotels (15 in Mexico and 1 in the United States) being offered for sale by
Mexico's Banking Deposit and Insurance Agency (the "Camino Real Transaction")
with a total acquisition investment by the equity of between $300 and $450
million;
WHEREAS, the Parent Companies and certain Subsidiaries are
contemplating adding three Sheraton Mexico Hotels described in Exhibit 3
attached hereto (the "Mexico Sheratons") to certain existing financing provided
by Bancomer S.A. (the "Bancomer Financing") covering three hotels in Mexico
described in Exhibit 4 attached hereto (the "Mexico Xxxxxx Hotels") resulting in
a secured recourse financing on the Mexico Sheratons and the Mexico Xxxxxx
Hotels (the "Proposed Mexico Refinancing"), which Proposed Mexico Refinancing
shall otherwise be on substantially the same terms (except that the amount
thereof may be increased in accordance with the terms hereof) as the existing
Bancomer Financing;
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WHEREAS, the Borrowers desire to increase the total Tranche II
Term Loan Commitments and the total Revolving Loan Commitments, on a pro rata
basis, in an amount up to $500,000,000 of total new commitments and, in
connection therewith, to add certain new Lenders and to provide for the
modification of Schedule I-A and Schedule I-B to the Credit Agreement in the
manner hereinafter set forth;
WHEREAS, the Borrowers wish to request certain waivers from
certain restrictions set forth in certain sections of the Credit Agreement in
order to permit certain transactions described herein; and
WHEREAS, the parties hereto wish to amend the Credit Agreement
as herein provided;
NOW, THEREFORE, it is agreed:
I. Waivers, Amendments and Agreements with Respect to the Credit
Agreement
A. Notwithstanding anything to the contrary contained in the
Credit Agreement, the Lenders hereby consent to the Parent Companies or any
Subsidiaries of the Parent Companies incurring new Indebtedness and/or
refinancing the ITT Foreign Debt and the Sheraton Suites Debt (with all
Indebtedness incurred pursuant to this clause A. being collectively referred to
as "New Debt") in an aggregate principal amount of up to $500 million (subject
to reduction as provided in the last sentence of the definition of Permitted
Refinancing Indebtedness); provided that (w) no New Debt shall be incurred if,
at the time of such incurrence or immediately after giving effect thereto, any
Specified Default or any Event of Default shall be in existence, (x) New Debt
may not be secured by any assets of any Significant Obligor (as defined in
clause B. below), (y) to the extent any New Debt involves any element of
recourse to any Significant Obligor, then the maximum amount of the recourse to
the Significant Obligors from time to time with respect to any New Debt shall be
deemed to constitute a utilization of, and shall therefore reduce the amount
otherwise available pursuant to, the Recourse Basket (as hereinafter defined)
(and shall not exceed the amount of the Recourse Basket before giving effect to
such reduction), without duplication, and (z) the incurrence of such New Debt
shall result in the satisfaction of at least one of the following requirements:
(i) the reduction of foreign withholding taxes, (ii) the reduction of foreign
currency exposure, (iii) the creation of an interest expense deduction which
otherwise would have resulted in the accumulation of net operating losses, or
(iv) the reclassification of the respective Indebtedness to non-recourse,
off-balance sheet obligations, on the combined consolidated financial statements
of the Parent Companies. All Net Proceeds received by the Borrowers or their
Subsidiaries from incurrences of New Debt shall be applied to repay outstanding
Revolving Loans and Swingline Loans (to the extent then outstanding), but shall
not otherwise be required to be applied in accordance with the provisions of
Section 4.02(d) of the Credit Agreement.
B. Notwithstanding anything to the contrary contained in
clause (v) of the definition of "Permitted Refinancing Indebtedness" set forth
in Section 11.01 of the Credit Agreement, up to two (2) additional obligors
shall be permitted to be added in connection with any Permitted Refinancing
Indebtedness; provided that if either (i) any Parent Company, SLC OLP, SLT RLP,
ITT, ITT Sheraton, Sheraton International Corporation and any successor to any
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such entity (collectively, the "Significant Obligors") become additional
obligors or (ii) upon the addition of a new obligor (whether as a direct obligor
or as a guarantor), the recourse obligations of the Significant Obligors
increase or stay the same, (unless such recourse obligations were already zero)
then the maximum amount of the recourse to the Significant Obligors from time to
time with respect to any such Permitted Refinancing Indebtedness shall be deemed
to constitute a utilization of, and shall therefore reduce the amount otherwise
available pursuant to, the Recourse Basket (as hereinafter defined) (and shall
not exceed the amount of the Recourse Basket before giving effect to such
reduction), without duplication. In connection with the refinancing of the Asset
known as Sheraton on the Park, Sydney, Australia, Sheraton Pacific Hotels
Management Company (SHP) may be added as an obligor in connection with such
refinancing, provided that ITT and ITT Sheraton Corporation shall have no
further liability for such Indebtedness being Refinanced following the addition
of such obligor.
C. Section 4.02(k) of the Credit Agreement is hereby amended
by deleting the phrase "with the net cash proceeds of any issuance of Permanent
Senior Notes" appearing therein and by inserting in lieu thereof the phrase "(x)
with the net cash proceeds of any issuance of Permanent Senior Notes and/or (y)
pursuant to the second proviso to Section 9.12 (iii)".
D. Section 6 of the Credit Agreement is hereby amended by
adding the following new Section 6.07 immediately after Section 6.06 thereof:
"6.07 Compliance with Senior Secured Bridge Note Agreement;
Permanent Senior Notes. If at any time any Administrative Agent or the
Required Lenders reasonably believe that the respective Credit Event
might give rise to a violation of the covenants governing incurrences
of Indebtedness or the existence of Liens contained in the
documentation with respect to the Senior Secured Bridge Notes (if any
are then outstanding) or the Permanent Senior Notes (if any are then
outstanding), the respective Administrative Agent or Required Lenders
may (but shall have no duty to) require the Borrowers to furnish such
evidence that the respective Credit Event shall comply with the
applicable provisions of such documentation as may be reasonably
required by the respective Administrative Agent or the Required
Lenders, as the case may be (which evidence may be required to include,
but shall not be limited to, officers' certificates, supporting
computations and/or opinions of counsel)."
E. The Lenders agree to waive the requirement in Section
8.01(d) that the Borrowers furnish to the Lender a budget for each of the four
fiscal quarters of Fiscal Year 1998.
F. Section 8.01(e) of the Credit Agreement is hereby amended
by adding the following new sentence immediately at the end thereof:
"Furthermore, from and after the first date of upon which any
New Commitments under, and as defined in, the Fourth Amendment are
furnished, and so long as any Senior Secured Bridge Notes or Permanent
Senior Notes remain outstanding, each certificate delivered pursuant to
this clause (e) shall set forth in reasonable detail calculations
establishing compliance with Section 5.9 of the Senior Secured Bridge
Note Agreement
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(or the analogous provisions contained in any successor documents
entered into with respect to the Senior Secured Bridge Notes or the
Permanent Senior Notes) for all Indebtedness incurred during the
respective fiscal quarter or year, as the case may be."
G. Section 9.02(ix) of the Credit Agreement is hereby amended
by deleting therefrom the phrase "immediately after giving effect to each such
Permitted Acquisition, the Total Unutilized Revolving Loan Commitment shall be
at least equal to $200,000,000" and by inserting in lieu thereof the phrase
"[intentionally omitted]".
H. Section 9.04(xii) of the Credit Agreement is hereby amended
by (i) deleting the amount "$100,000,000" appearing therein and inserting in
lieu thereof the amount "$350,000,000" and (ii) inserting the following
additional phrase immediately after the phrase "at any time outstanding"
appearing therein:
"(with the amount of Unsecured Indebtedness permitted to be
outstanding at any time pursuant to this clause (xii) being herein
referred to as the "Recourse Basket"); provided that the amount of the
Recourse Basket shall be reduced from time to time to the extent
provided in Parts I.A. and I.B. of the Fourth Amendment and the last
sentence of the definition of Permitted Refinancing Indebtedness
contained herein".
I. Section 9.05 of the Credit Agreement is hereby amended by
(i) deleting the amount "$20,000,000" appearing in clause (xi) thereof and by
inserting in lieu thereof the amount "$50,000,000", (ii) deleting the word "and"
appearing at the end of clause (xiii) thereof, (iii) deleting the phrase
"through (xiv)" appearing in clause (xiv) thereof and by inserting in lieu
thereof the phrase "through (xiii)", (iv) deleting the period at the end of
clause (xiv) thereof and by inserting in lieu thereof"; and" and (v) inserting
the following new clause (xv) immediately at the end thereof:
"(xv) so long as no Specified Default and no Event of Default
then exists or would exist immediately after giving effect thereto, in
addition to the investments permitted by clauses (i) through (xiv)
above, the Parent Companies shall be permitted, pursuant to the Camino
Real Transaction, to acquire, directly or indirectly through their
Subsidiaries, between 25% and 50% of the equity interests therein (or
in the entity which acquires the assets described in the definition of
Camino Real Transaction contained herein) so long as the aggregate
amount invested pursuant to this clause (xv) in no event exceeds $225
million."
J. Section 9.12 of the Credit Agreement is hereby amended by
inserting the following new proviso immediately at the end of the existing
proviso to clause (iii) thereof (and before the comma appearing at the end of
such proviso):
"; provided further that, at any time after the occurrence of
one or more New Commitment Effective Dates under, and as defined in, the Fourth
Amendment, and so long as no Specified Default, and no Event of Default, then
exists or would exist after giving effect thereto, either Parent Company or any
of its Subsidiaries may voluntarily redeem (in part) Senior Secured Bridge Notes
in accordance with the terms of the Senior Secured Bridge Note Agreement so long
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as the aggregate principal amount of Senior Secured Bridge Notes from time to
time redeemed pursuant to this proviso at no time exceeds the New Commitment
Amount as from time to time in effect"
K. Section 11.01 of the Credit Agreement is hereby amended by
adding the following new definitions in appropriate alphabetical order therein:
"Camino Real Transaction" shall mean an investment by
the Parent Companies and/or their Subsidiaries whereby the Parent
Companies acquire, directly or indirectly, between 25% and 50% of the
equity interests in the Camino Real luxury hotel chain with 16 hotels
(15 in Mexico and 1 in the United States) being offered for sale by
Mexico's Banking Deposit and Insurance Agency.
"Fourth Amendment" shall mean the Fourth Amendment to
this Agreement dated as of July 15, 1998.
"New Commitment Amount" at any time shall mean the
aggregate amount of New Commitments furnished after the date of the
effectiveness of the Fourth Amendment and on or prior to the date of
determination; provided that such New Commitments shall only be
included if (i) in the case of each such New Commitment, the New
Commitment Effective Date with respect thereto under, and as defined
in, the Fourth Amendment has therefore occurred and the funding thereof
required pursuant to clauses (vii) and and/or (viii), as the case may
be, of Part I. N of the Fourth Amendment has actually occurred.
"New Commitments" shall have the meaning assigned
that term in the Fourth Amendment.
"Proposed Mexico Refinancing" shall have the meaning
provided in the Fourth Amendment.
"Recourse Basket" shall have the meaning provided in
Section 9.04(xii).
L. The definition of "Applicable Asset Sale Percentage"
appearing in Section 11.01 of the Credit Agreement is hereby amended by adding
the phrase "specified in this clause (ii)" immediately after the phrase "then
the applicable Asset Sale Percentage" in each place said phrase appears therein.
M. The definition of "Permitted Refinancing Indebtedness" set
forth in Section 11.01 of the Credit Agreement is hereby amended by adding the
following new sentence at the end of such definition:
"Notwithstanding anything to the contrary set forth
above, the Proposed Mexico Refinancing shall constitute Permitted
Refinancing Indebtedness so long as the aggregate principal amount of
the Indebtedness actually incurred pursuant thereto does
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not exceed $275 million and the only additional Assets securing the
Indebtedness incurred as a result thereof are the Mexico Sheratons as
defined, and described, in the Fourth Amendment; provided that to the
extent the aggregate principal amount of Indebtedness incurred pursuant
to the Proposed Mexico Refinancing exceeds $118.75 million, such excess
amount shall apply to reduce, at the option of the Parent Company,
either (x) the $500 million amount of permitted New Debt pursuant to
Part I.A of the Fourth Amendment and/or (y) the amount of the Recourse
Basket, so long as (i) there exists availability pursuant to the
baskets referenced in preceding clauses (x) and (y) at least equal to
the amount of the reductions required by the proviso to this sentence
and (ii) the sum of the amounts applied as reductions pursuant to
preceding clauses (x) and (y) equals the amount by which the amount of
Indebtedness incurred pursuant to the Proposed Mexico Refinancing
exceeds $118.75 million".
N. The Lenders agree that, at any time and from time to time
on or prior to January 15, 1999, the Borrowers shall have the right to increase
the Tranche II Term Loan Commitments (each such increase a "New Tranche II Term
Loan Commitment") and the Revolving Loan Commitments (each such increase, a "New
Revolving Loan Commitment"), on a pro rata basis as more fully described below,
by an aggregate amount of up to $500,000,000 by notice (a "New Commitment
Notice") to the Administrative Agents given at least 3 Business Days before the
respective New Commitment Effective Date (as defined below) and upon the
following terms and conditions:
(i) on each date upon which any New Tranche II Term
Loan Commitment or New Revolving Loan Commitment (each a "New Commitment")
becomes effective in accordance with the terms of the respective Assumption
Agreement described in clause (ii) below (each such date, a "New Commitment
Effective Date"), no Specified Default and no Event of Default shall be in
existence (and no Specified Default and no Event Default shall result
therefrom);
(ii) on or prior to each New Commitment Effective
Date, each Lender (which may be an existing Lender or a new Lender) furnishing a
New Commitment shall have executed and delivered to the Paying Agent an
Assumption Agreement in the form of Annex A attached to this Fourth Amendment
with respect to the New Commitments of such Lender (each an "Assumption
Agreement"), appropriately completed to the reasonable satisfaction of the
Paying Agent (and with such modifications as may be approved by the Paying
Agent);
(iii)the consent of the Paying Agent and, in the case
of a New Revolving Loan Commitment, the Swingline Lender and each Issuing Bank
(in each case not to be unreasonably withheld or delayed) shall be required to
each Lender which furnishes one or more New Commitments and the assumption of
such New Commitments shall otherwise be made in compliance with the relevant
requirements expressed in Section 13.04(b) of the Credit Agreement with respect
to assignments (including, without limitation that the respective entity
assuming any New Commitments shall be an Eligible Transferee, compliance with
the minimum amounts provided in Section 13.04(b) and the requirement that the
Paying Agent receive the fees provided in said Section 13.04(b));
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(iv) on each New Commitment Effective Date,
additional Tranche II Term Loans shall be extended pursuant to the New
Commitments, and the Revolving Loan Commitments shall be increased, in each case
on a pro rata basis so that the relationship of (x) the aggregate principal
amount of outstanding Tranche II Term Loans to (y) the Total Revolving Loan
Commitment (expressed as a ratio) remains the same after giving effect to the
occurrence of the New Commitment Effective Date as same was in effect
immediately prior to giving effect thereto;
(v) each New Revolving Loan Commitment shall, as
provided in the Assumption Agreement, be allocated amongst the various Alternate
Currency Revolving Loan Sub-Commitments and the Non-Alternate Currency Revolving
Loan Sub-Commitment as may be agreed upon by the Borrowers and the respective
Lender; provided that (x) the aggregate amount allocated to such sub-commitments
shall equal the amount of the New Revolving Loan Commitment and (y) unless the
Required Lenders otherwise consent, the allocations to the various Alternate
Currency Revolving Loan Sub-Commitments shall in no event result in the
limitations specified in Section 13.12 (d) of the Credit Agreement being
exceeded;
(vi) based on the information contained in the
respective Assumption Agreement, and consistent with the requirements set forth
above, on each New Commitment Effective Date Schedule I-A, Schedule I-B and
Schedule II to the Credit Agreement shall be deemed amended accordingly;
(vii) each Lender furnishing a New Tranche II Term
Loan Commitment shall, on the respective New Commitment Effective Date, make
Tranche II Term Loans to the Corporate Borrowers, consistent with the manner
provided in Section 1.01 of the Credit Agreement, in an aggregate principal
amount equal to the New Tranche II Term Loan Commitment of such Lender (which
New Tranche II Term Loan Commitment shall terminate immediately after giving
effect to such funding); provided that the Tranche II Term Loans made by each
Lender on any New Commitment Effective Date shall be (1) allocated
proportionally to each Borrowing of Tranche II Term Loans then outstanding
(based upon the relative aggregate principal amounts of each such Borrowing),
(2) shall bear interest at the same rates as are applicable thereto and (3) to
the extent the amount so added to any Borrowing is in respect of a Borrowing of
Eurodollar Loans with an Interest Period which began prior to, and ends after,
the respective New Commitment Effective Date, the Borrowers and such Lender may
agree, as between themselves, for the payment of any amounts to the respective
Lender to compensate it for extending the respective Tranche II Term Loans
during an existing Interest Period;
(viii) each Lender furnishing a New Revolving Loan
Commitment shall, on the respective New Commitment Effective Date, extend Dollar
Revolving Loans and/or Alternate Currency Revolving Loans in such currencies,
and in such amounts, so that the respective Lender furnishing the New Revolving
Loan Commitment shall have its pro rata share of each then outstanding Borrowing
of Revolving Loans on the same basis (taking into account the respective
Alternate Currency Sub-Commitments of the respective Lender) as would have been
the case had such new Lender originally funded its pro rata share (pursuant to
Section 1.08 of the Credit Agreement) of each then outstanding Borrowing (as
increased for the amounts made available by the new Lender); provided that to
the extent any Lender is required to fund its portion of any then outstanding
Borrowing of Euro Rate Loans which has an Interest Period which began prior to,
and ends after, the respective New Commitment Effective Date, the
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relevant Borrowers may agree to compensate the respective Lender for amounts
determined by them in good faith with such Lender to be the incremental costs to
such Lender of funding its share of such Borrowings during the respective
Interest Period;
(ix) on or prior to each New Commitment Effective
Date, but subject to the provisions of Section 1.06(j) of the Credit Agreement,
(x) the Corporate Borrowers shall execute and deliver to each Lender furnishing
a New Tranche II Term Loan Commitment a Tranche II Term Note payable to the
order of such Lender in the stated amount equal to such New Tranche II Term Loan
Commitment and (y) the Revolving Loan Borrowers shall execute and deliver to
each Lender furnishing a New Revolving Loan Commitment the applicable Revolving
Notes executed and delivered in conformance with the requirements of Section
1.06 of the Credit Agreement (in each case appropriately completed);
(x) on each New Commitment Effective Date, the amount
of each Tranche II Scheduled Repayment set forth in subsection 4.02(b)(ii) of
the Credit Agreement shall be increased by the amounts calculated as follows:
(x) each Tranche II Scheduled Repayment of $25,000,000 shall be increased by an
amount equal to two and one half percent (2.5%) of the amount of the New Tranche
II Term Loan Commitments furnished on such New Commitment Effective Date, (y)
each Tranche II Scheduled Repayment of $50,000,000 shall be increased by five
percent (5%) of the amount of the New Tranche II Term Loan Commitments furnished
on such New Commitment Effective Date and (z) the Tranche II Scheduled Repayment
of $550,000,000 shall be increased by an amount equal to fifty-five percent
(55%) of the amount of the New Tranche II Term Loan Commitments furnished on
such New Commitment Effective Date; and
(xi) on each New Commitment Effective Date, there
shall occur an automatic adjustment to the participations pursuant to Section
2.04 of the Credit Agreement to reflect the new Dollar Percentages and/or new RL
Percentages of the various RL Lenders, in each case in accordance with the last
sentence of Section 2.04(a) of the Credit Agreement.
Notwithstanding anything to the contrary contained above or
elsewhere in this Fourth Amendment, it is acknowledged and agreed that no Lender
shall be required to provide any New Commitment, except to the extent agreed in
writing by such Lender with the Borrowers (with each Lender being entitled in
its sole discretion not to furnish any New Commitment).
O. Without limiting the representations and warranties
contained in the Credit Agreement (which are made on the date of the occurrence
of each Credit Event), the Borrowers represent and warrant that all extensions
of credit pursuant to the New Commitments (or which would be in excess of the
amount permitted pursuant to the Credit Agreement in the absence of the New
Commitments), shall in each case be permitted to be incurred pursuant to clause
(a) or clause (i) of the second paragraph, or pursuant to the first paragraph,
of Section 5.9 of the Senior Secured Bridge Note Agreement (so long as same is
in effect) and that the Liens securing such extensions of credit are permitted
in accordance with Section 5.12 of the Senior Secured Bridge Note Agreement (so
long as same remains in effect).
P. Each of Exhibit A (the Form of Notice of Borrowing) and
Exhibit B (the Form of Notice of Competitive Bid Borrowing) to the Credit
Agreement is hereby amended by
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(i) deleting the word "and" appearing at the end of clause (A) of the last
paragraph thereof, (ii) deleting the period appearing at the end of clause (B)
of the last paragraph thereof and inserting in lieu thereof "; and" and (iii)
inserting the following new clause (C) immediately after clause (B) of the last
paragraph thereof:
"(C) Without limiting the foregoing, the undersigned
[has/have] reviewed the provisions of Section 5.9 of the Senior Secured
Bridge Note Agreement and the Proposed Borrowing is permitted to be
incurred in accordance with the provisions of clauses (a) and (i) of
the second paragraph thereof, or pursuant to the first paragraph
thereof. [Note: The references contained in this clause (C) shall be
appropriately modified at such time, if any, as the Senior Secured
Bridge Notes are refinanced through the issuance of Permanent Senior
Notes.]"
Q. Exhibit D (the Form of Letter of Credit Request) to the
Credit Agreement is hereby amended by inserting the following new clause (3)
immediately after clause (2) thereof:
"(3) Without limiting the foregoing, the undersigned
[has/have] reviewed the provisions of Section 5.9 of the Senior Secured
Bridge Note Agreement and the proposed Letter of Credit is permitted to
be issued in accordance with the provisions of clauses (a) and (i) of
the second paragraph thereof, or pursuant to the first paragraph
thereof. [Note: The references contained in this clause (3) shall be
appropriately modified at such time, if any, as the Senior Secured
Bridge Notes are refinanced through the issuance of Permanent Senior
Notes.]"
II. Confirmation and Agreement with respect to Guaranty and Security
Documents
Each Guarantor and each Borrower, by their signatures below
hereby confirms and agrees that (x) the Guaranty shall remain in full force and
effect and the Guaranty shall cover all obligations of each of the Borrowers
under the Credit Agreement, as modified and amended by this Fourth Amendment
(including without limitation all additional extensions of credit at any time
furnished pursuant to one or more New Commitments), and (y) the Pledge and
Security Agreement shall remain in full force and effect as security for all
obligations under the Credit Agreement, as modified and amended by this Fourth
Amendment (including without limitation all obligations resulting from
additional extensions of credit pursuant to New Commitments furnished from time
to time as contemplated by this Fourth Amendment) and the Guaranty.
III. Miscellaneous Provisions
A. 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.
B. 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
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instrument. A complete set of counterparts shall be lodged with the Borrowers
and the Paying Agent.
C. 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.
D. This Amendment shall become effective on the date (the
"Amendment Effective Date") when (i) 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 Paying Agent at its Notice Office and (ii) the
Paying Agent shall have received a legal opinion from Sidley & Austin in form
and substance satisfactory to the Paying Agent with respect to the execution and
delivery of this Fourth Amendment and the transactions contemplated hereby.
E. The Borrowers hereby covenant and agree that, so long as
the Amendment Effective Date occurs, they shall pay (and shall be jointly and
severally obligated to pay) each Lender which executes and delivers to the
Paying Agent a counterpart hereof by the later to occur of (x) the close of
business on the Amendment Effective Date or (y) 5:00 p.m. (New York time) on
July 17, 1998, a cash fee in an amount equal to 5 basis points (.05%) of an
amount equal to the sum of the outstanding principal amount of Term Loans of
such Lender and the Revolving Loan Commitment of such Lender, in each case as
same is in effect on the Amendment Effective Date. All fees payable pursuant to
this clause E shall be paid by the Borrowers to the Paying Agent for
distribution to the Lenders not later than the first Business Day following the
Amendment Effective Date.
F. From and after the 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.
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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.,
a Maryland corporation
By:__________________________________________
Name:
Title
STARWOOD HOTELS & RESORTS,
a Maryland real estate investment trust
By:__________________________________________
Name:
Title
SLT REALTY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Starwood Hotels & Resorts, a Maryland
real estate investment trust, its
general partner
By: __________________________________
Name:
Title
ITT CORPORATION,
a Nevada corporation
By:__________________________________________
Name:
Title:
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BW HOTEL REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
general partner
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:__________________________________
Name:
Title:
CHARLESTON HOTEL ASSOCIATES L.L.C.,
a New Jersey limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership,
its managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
CP HOTEL REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
general partner
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
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CRYSTAL CITY HOTEL ASSOCIATES, L.L.C.,
a New Jersey limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment trust,
its general partner
By:__________________________________________
Name:
Title:
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14
EDISON HOTEL ASSOCIATES LIMITED PARTNERSHIP,
a New Jersey limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
general partner
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
LONG BEACH HOTEL ASSOCIATES L.L.C.,
a New Jersey limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership,
its managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
NOVI HOTEL ASSOCIATES, L.P.,
a Delaware limited partnership
By: SLT Realty Limited Partnership,
a Delaware limited partnership,
its general partner
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
-14-
15
PARK RIDGE HOTEL ASSOCIATES L.P.,
a Delaware limited partnership
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
general partner
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
PRUDENTIAL-HEI JOINT VENTURE,
a Georgia general partnership
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
general partner
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
SANTA XXXX HOTEL ASSOCIATES, L.L.C.,
a New Jersey limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
-15-
16
SLT ALLENTOWN LLC,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investments
trust, its general partner
By:_________________________________
Name:
Title:
SLT ARLINGTON L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
SLT ASPEN XXXX STREET, LLC,
a Delaware limited liability company
By: SLT Realty Limited Partnership, a
Delaware limited partnership, its
managing member
By: Starwood Hotels and Resorts, a
Maryland real estate investment
trust, its managing general partner
By:________________________________
Name:
Title:
-16-
17
SLT BLOOMINGTON, LLC,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels and Resorts,
a Maryland real estate investment
trust, its managing general partner
By:_________________________________
Name:
Title:
SLT CENTRAL PARK SOUTH, LLC, a Delaware
limited liability company
By: SLT Realty Limited Partnership, a Delaware
limited partnership, its managing member
By: Starwood Hotels & Resorts, a
Maryland real estate investment
trust, its managing general partner
By:_________________________________
Name:
Title:
SLT DANIA L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
-17-
18
SLT DC MASSACHUSETTS AVENUE, L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership, a
Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts, a
Maryland real estate investment
trust, its managing general partner
By:________________________________
Name:
Title:
SLT FINANCING PARTNERSHIP, a Delaware general
partnership
By: SLT Realty Limited Partnership, a
Delaware partnership, its general
partner
By: Starwood Hotels & Resorts, a
Maryland real estate investment
partnership, its general
partner
By:___________________________
Name:
Title:
SLT HOUSTON BRIAR OAKS, LP, a
Delaware limited partnership
By: SLT Realty Limited Partnership, a
Delaware limited partnership, its
managing general partner
By: Starwood Hotels & Resorts, a
Maryland real estate investment
trust, its managing general partner
By:________________________________
Name:
Title:
-18-
19
SLT INDIANAPOLIS L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
SLT KANSAS CITY L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:__________________________________
Name:
Title:
SLT LOS ANGELES L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
-19-
20
SLT MINNEAPOLIS L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
SLT PALM DESERT L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:__________________________________
Name:
Title:
SLT PHILADELPHIA L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
-20-
21
SLT REALTY COMPANY, L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
SLT SAN DIEGO L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
SLT SOUTHFIELD L.L.C..,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership,
its managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
-21-
22
SLT ST. LOUIS L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:__________________________________
Name:
Title:
SLT TUCSON L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
STARLEX L.L.C.,
a New York limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
-22-
23
STARWOOD ATLANTA II L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:__________________________________
Name:
Title:
STARWOOD ATLANTA L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:__________________________________
Name:
Title:
STARWOOD MISSION HILLS, L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
-23-
24
STARWOOD XXXXXXX L.L.C.,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts
a Maryland real estate investment
trust, its general partner
By:________________________________
Name:
Title:
STARWOOD WALTHAM LLC,
a Delaware limited liability company
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
VIRGINIA HOTEL ASSOCIATES, L.P.,
a Delaware limited partnership
By: SLT Realty Limited Partnership,
a Delaware limited partnership, its
general partner
By: Starwood Hotels & Resorts,
a Maryland real estate investment
trust, its general partner
By:_________________________________
Name:
Title:
W&S DENVER CORP.
By:__________________________________________
Name:
Title:
-24-
25
W&S SEATTLE CORP.,
a Delaware corporation
By:__________________________________________
Name:
Title:
W&S REALTY CORPORATION OF DELAWARE,
a Delaware corporation
By:__________________________________________
Name:
Title:
XXXXXXXX XXXXXXXX HOTEL,
INCORPORATED, a Washington
corporation
By:__________________________________________
Name:
Title:
WESTIN SEATTLE HOTEL COMPANY,
a Washington general partnership
By: W&S Realty Corporation of Delaware,
a Delaware corporation, its general
partnership
By:______________________________________
Name:
Title:
By: Xxxxxxxx Xxxxxxxx Hotel, Incorporated,
a Washington corporation
By:______________________________________
Name:
Title:
W&S LAUDERDALE CORPORATION,
a Delaware corporation
By:__________________________________________
Name:
Title:
-25-
26
LAUDERDALE HOTEL COMPANY,
a Delaware corporation
By:__________________________________________
Name:
Title:
WESTIN BAY HOTEL CO.,
a Delaware corporation
By:__________________________________________
Name:
Title:
CINCINNATI PLAZA CO.,
a Delaware corporation
By:__________________________________________
Name:
Title:
SOUTH COAST WESTIN HOTEL CO.,
a Delaware corporation
By:__________________________________________
Name:
Title:
TOWNHOUSE MANAGEMENT INC.,
a Delaware corporation
By:__________________________________________
Name:
Title:
-26-
27
HEI HOTELS, L.L.C.
By: SLC Operating Limited Partnership,
a Delaware limited partnership,
its managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:_________________________________
Name:
Title:
MIDLAND BUILDING CORPORATION,
an Illinois corporation
By:__________________________________________
Name:
Title:
MIDLAND HOLDING CORPORATION,
an Illinois corporation
By:__________________________________________
Name:
Title:
-27-
28
MIDLAND HOTEL CORPORATION,
an Illinois corporation
By:__________________________________________
Name:
Title:
MILWAUKEE BROOKFIELD L.P.,
a Wisconsin limited partnership
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
general partner
By: Starwood Hotels & Resorts Worldwide,
Inc. a Maryland corporation, its
general partner
By:__________________________________
Name:
Title:
MOORLAND HOTEL LIMITED PARTNERSHIP,
a Wisconsin limited partnership
By: Milwaukee Brookfield L.P.,
a Wisconsin limited partnership, its
general partner
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
general partner
By: Starwood Hotels & Resorts, Worldwide,
Inc., a Maryland corporation,
its general partner
By:_________________________________
Name:
Title:
-28-
29
OPERATING PHILADELPHIA LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation,
its general partner
By:_________________________________
Name:
Title:
SLC ALLENTOWN LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:_________________________________
Name:
Title:
SLC ARLINGTON L.L.C.
a Delaware limited liability company
By: SLC Operating Limited Partnership
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide
Inc., a Maryland corporation, its
general partner
By:__________________________________
Name:
Title:
-29-
30
SLC ASPEN XXXX STREET, LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership,
its managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:_______________________________
Name:
Title:
SLC ATLANTA II LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:________________________________
Name:
Title:
SLC ATLANTA LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:________________________________
Name:
Title:
-30-
31
SLC BLOOMINGTON LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:________________________________
Name:
Title:
SLC-CALVERTON LIMITED PARTNERSHIP,
a Delaware limited partnership
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
general partner
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:________________________________
Name:
Title:
-31-
32
SLC CENTRAL PARK SOUTH, LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership,
its managing member
By: Starwood Hotels & Resorts
Worldwide, Inc., a Maryland
corporation, its managing general
partner
By:______________________________
Name:
Title:
SLC DANIA LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:________________________________
Name:
Title:
-32-
33
SLC DC MASSACHUSETTS AVENUE, LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership,
its managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation,
its managing general partner
By:___________________________________
Name:
Title:
SLC HOUSTON BRIAR OAKS, LP,
a Delaware limited partnership
By: SLC Operating Limited Partnership,
a Delaware limited partnership,
its managing general partner
By: Starwood Hotels and Resorts Worldwide,
Inc., a Maryland corporation, its
managing general partner
By:___________________________________
Name:
Title:
SLC INDIANAPOLIS LLC
By: SLC Operating Limited Partnership,
a Delaware limited partnership,
its managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:___________________________________
Name:
Title:
- 33 -
34
SLC KANSAS CITY L.L.C.,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:___________________________________
Name:
Title:
SLC LOS ANGELES, LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:___________________________________
Name:
Title:
SLC MINNEAPOLIS LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:___________________________________
Name:
Title:
- 34 -
35
SLC XXXXXXX, LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc. a Maryland corporation, its
general partner
By:___________________________________
Name:
Title:
SLC OPERATING LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Starwood Hotels & Resorts Worldwide, Inc.,
a Maryland corporation, its general
partner
By:_______________________________________
Name:
Title:
SLC PALM DESERT LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:___________________________________
Name:
Title:
SLC SAN DIEGO LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc. a Maryland corporation, its
general partner
By:___________________________________
Name:
Title:
- 35 -
36
SLC SOUTHFIELD LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership,
its managing member
By: Starwood Hotels & Resorts Worldwide,
Inc. a Maryland corporation, its
general partner
By:___________________________________
Name:
Title:
SLC ST. LOUIS L.L.C.,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc. a Maryland corporation, its
general partner
By:___________________________________
Name:
Title:
SLC TUCSON LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:___________________________________
Name:
Title:
- 36 -
37
SLC WALTHAM LLC,
a Delaware limited liability company
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, its
general partner
By:___________________________________
Name:
Title:
STARWOOD MANAGEMENT COMPANY,
LLC, a Delaware limited liability company
By: SLC Operating Limited Partnership, a
Delaware limited partnership,
its managing member
By: Starwood Hotels and Resorts
Worldwide, Inc., a Maryland
corporation, its general partner
By:___________________________________
Name:
Title:
WESTIN PREMIER, INCORPORATED,
a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN VACATION MANAGEMENT CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
- 37 -
38
WESTIN VACATION EXCHANGE COMPANY,
a Delaware corporation
By:___________________________________________
Name:
Title:
WVC RANCHO MIRAGE, INCORPORATED,
a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN ASSET MANAGEMENT COMPANY, a Delaware
company
By:___________________________________________
Name:
Title:
WESTIN HOTEL COMPANY,
a Delaware company
By:___________________________________________
Name:
Title:
W&S ATLANTA CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
- 38 -
39
ITT SHERATON CORPORATION,
a Delaware corporation,
By:___________________________________________
Name:
Title:
DESTINATION SERVICES OF SCOTTSDALE,
INC., a Delaware corporation
By:___________________________________________
Name:
Title:
GENERAL FIDUCIARY CORPORATION,
a Massachusetts corporation
By:___________________________________________
Name:
Title:
GLOBAL CONNEXIONS, INC.,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON INTER-AMERICAS, LTD.,
a Delaware corporation
By:___________________________________________
Name:
Title:
XXXXXX SHERATON LLC,
a New York limited liability company
By:___________________________________________
Name:
Title:
- 39 -
40
ITT SHERATON RESERVATIONS CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
MANHATTAN SHERATON CORPORATION,
a New York corporation
By:___________________________________________
Name:
Title:
SAN DIEGO SHERATON CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
SAN XXXXXXXX SHERATON CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON 45 PARK CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON ARIZONA CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
- 40 -
41
SHERATON ASIA-PACIFIC CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON BLACKSTONE CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON BOSTON CORPORATION,
a Massachusetts corporation
By:___________________________________________
Name:
Title:
SHERATON CALIFORNIA CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON CAMELBACK CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
- 41 -
42
SHERATON FLORIDA CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON HARBOR ISLAND CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON HARTFORD CORPORATION,
a Connecticut corporation
By:___________________________________________
Name:
Title:
SHERATON HAWAII HOTELS CORPORATION,
a Hawaii corporation
By:___________________________________________
Name:
Title:
SHERATON INTERNATIONAL, INC.,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON INTERNATIONAL DE MEXICO, INC.,
a Delaware corporation
By:___________________________________________
Name:
Title:
- 42 -
43
SHERATON MANAGEMENT CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON OVERSEAS MANAGEMENT
CORPORATION, a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON WARSAW CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON MARKETING CORPORATION, a
Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON MIAMI CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
- 00 -
00
XXXXXXXX XXXXXX XXXX MANAGEMENT
CORPORATION, a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON NEW YORK CORPORATION,
a New York corporation
By:___________________________________________
Name:
Title:
SHERATON OVERSEAS TECHNICAL
SERVICES CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
- 44 -
45
SHERATON PEACHTREE CORPORATION, a
Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON PHOENICIAN CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON SAVANNAH CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON SERVICES CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
- 45 -
46
SOUTH CAROLINA SHERATON CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
ST. REGIS SHERATON CORPORATION,
a New York corporation
By:___________________________________________
Name:
Title:
WORLDWIDE FRANCHISE SYSTEMS, INC.,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON VERMONT CORPORATION, a
Vermont corporation
By:___________________________________________
Name:
Title:
ITT BROADCASTING CORPORATION, a
Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN LICENSE COMPANY,
a Delaware company
By:___________________________________________
Name:
Title:
- 46 -
47
WESTIN INTERNATIONAL SERVICES
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN ASIA MANAGEMENT HOLDING
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN ASIA MANAGEMENT COMPANY,
a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN CANADA MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
- 47 -
00
XXXXXX XXXXXX MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN MEXICO MANAGEMENT COMPANY,
a Delaware corporation
By:___________________________________________
Name:
Title:
XXXXXX XXXXXXXXX MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN RIVER NORTH MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN HILTON HEAD MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
- 48 -
49
WESTIN KANSAS CITY MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN MAUI MANAGEMENT COMPANY,
a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN BOSTON MANAGEMENT HOLDING
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN BOSTON MANAGEMENT COMPANY,
a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN CENTURY CITY MANAGEMENT
HOLDING COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
- 00 -
00
XXXXXX XXXXXXX XXXX MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN NEW ORLEANS MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN ORLANDO MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN SANTA XXXXX MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN TUCSON MANAGEMENT COMPANY,
a Delaware corporation
By:___________________________________________
Name:
Title:
- 50 -
51
WESTIN INTERNATIONAL MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN INNISBROOK MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN FRANCE MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN PITTSBURGH MANAGEMENT
HOLDING COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN PITTSBURGH MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
- 51 -
52
WESTIN PEACHTREE MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN DALLAS MANAGEMENT COMPANY,
a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN RIVERWALK MANAGEMENT
COMPANY, a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN REPRESENTATION COMPANY,
a Delaware corporation
By:___________________________________________
Name:
Title:
- 52 -
53
WESTIN LICENSE COMPANY SOUTH,
a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN LICENSE COMPANY NORTH,
a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN LICENSE COMPANY EAST,
a Delaware corporation
By:___________________________________________
Name:
Title:
- 53 -
54
WESTIN LICENSE COMPANY WEST,
a Delaware corporation
By:___________________________________________
Name:
Title:
WESTIN FRANCHISE COMPANY,
a Delaware corporation
By:___________________________________________
Name:
Title:
SHERATON X'XXXX CORPORATION,
a Delaware corporation
By:___________________________________________
Name:
Title:
- 54 -
55
BANKERS TRUST COMPANY, Individually and
as Administrative Agent and as Paying Agent
By:___________________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By:___________________________________________
Name:
Title:
XXXXXX COMMERCIAL PAPER, INC.,
Individually and as Syndication Agent
By:___________________________________________
Name:
Title:
- 55 -
56
BANK OF MONTREAL, CHICAGO BRANCH
Individually and as Syndication Agent
By:___________________________________________
Name:
Title:
ARAB BANKING CORPORATION (B.S.C.)
By:___________________________________________
Name:
Title:
BANCA POPOLARE DI MILANO
By:___________________________________________
Name:
Title:
By:___________________________________________
Name:
Title:
BANKBOSTON, N.A.
By:___________________________________________
Name:
Title:
BANK LEUMI USA
By:___________________________________________
Name:
Title:
- 00 -
00
XXX XXXX XX XXXXX-XXXXXXXXXX,
XXXXXXX, XXX XXXX BRANCH
By:___________________________________________
Name:
Title:
BANK POLSKA KASA OPIEKI S.A.
PEKAO S.A. GROUP, NEW YORK BRANCH
By:___________________________________________
Name:
Title:
BANQUE PARIBAS
By:___________________________________________
Name:
Title:
By:___________________________________________
Name:
Title:
- 00 -
00
XXXXXX XXXXX XXXXXXX XXXX.
By:___________________________________________
Name:
Title:
BEAR XXXXXXX INVESTMENT
PRODUCTS INC.
By:___________________________________________
Name:
Title:
BARCLAYS BANK PLC
By:___________________________________________
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By:___________________________________________
Name:
Title:
XXXXX XXX COMMERCIAL BANK, LTD.,
NEW YORK BRANCH
By:___________________________________________
Name:
Title:
- 58 -
59
XXXXX XXXX BANK CO., LTD.
NEW YORK AGENCY
By:___________________________________________
Name:
Title:
CITIBANK, N.A.
By:___________________________________________
Name:
Title:
- 00 -
00
XXXXXXXXX XXXXXXXXXX XX CIC ET DE
L'UNION EUROPEENNE
By:___________________________________________
Name:
Title:
By:___________________________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:___________________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:___________________________________________
Name:
Title:
By:___________________________________________
Name:
Title:
CREDITO ITALIANO
By:___________________________________________
Name:
Title:
By:___________________________________________
Name:
- 60 -
61
Title:
DEUTSCHE BANK AG NEW YORK
AND/OR CAYMAN ISLANDS BRANCH
By:___________________________________________
Name:
Title:
By:___________________________________________
Name:
Title:
DOMINION BANK
By:___________________________________________
Name:
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By:___________________________________________
Name:
Title:
By:___________________________________________
Name:
Title:
FIRST COMMERCIAL BANK
By:___________________________________________
Name:
Title:
- 61 -
62
FIRST SECURITY BANK, N.A.
By:___________________________________________
Name:
Title:
FLEET BANK, N.A.
By:___________________________________________
Name:
Title:
GENERAL MOTORS CASH MANAGEMENT
MASTER TRUST
By:___________________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By:___________________________________________
Name:
Title:
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By:___________________________________________
Name:
Title:
GULF INTERNATIONAL BANK B.S.C.
- 62 -
63
By:___________________________________________
Name:
Title:
XXX XXX COMMERCIAL BANK, LTD.
NEW YORK AGENCY
By:___________________________________________
Name:
Title:
INDOSUEZ CAPITAL FUNDING IIA,
FUNDING
By:___________________________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED NEW YORK BRANCH
By:___________________________________________
Name:
Title:
ISTITUTO BANCARIO DI TORINO SpA
By:___________________________________________
Name:
Title:
KZH-CNC CORPORATION
By:___________________________________________
Name:
Title:
- 63 -
64
LAND BANK OF TAWAIN, LOS ANGELES
BRANCH
By:___________________________________________
Name:
Title:
THE LONG TERM CREDIT BANK OF
JAPAN, LTD.
By:___________________________________________
Name:
Title:
MITSUBISHI TRUST & BANKING
CORPORATION
By:___________________________________________
Name:
Title:
ML CLO STERLING (Cayman) LTD.
By:___________________________________________
Name:
Title:
NATIONSBANK, N.A.
By:___________________________________________
Name:
Title:
- 00 -
00
XXX XXXXX XXXX XX XXXXXXXX, PLC
By:___________________________________________
Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By:___________________________________________
Name:
Title:
SOUTHERN PACIFIC BANK
By:___________________________________________
Name:
Title:
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By:___________________________________________
Name:
Title:
WACHOVIA BANK, N.A.
By:___________________________________________
Name:
Title:
- 00 -
00
XXXXXXXXXXXX XXXXXXXXXX
XXXXXXXXXXXX
By:___________________________________________
Name:
Title:
By:___________________________________________
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL PRIME RATE
INCOME TRUST
By:___________________________________________
By:___________________________________________
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx American Capital
Management Inc., as collateral
manager
By:_______________________________________
THE TORONTO DOMINION BANK
By:___________________________________________
Name:
Title:
- 66 -
67
ACKNOWLEDGMENT AND AGREEMENT
Each of the undersigned, each being a Guarantor (other than the Guarantors
which are already signatories to the foregoing Fourth Amendment as Borrowers)
hereby acknowledges and agrees to the provisions of the Fourth Amendment to
Credit Agreement to which this acknowledgment and agreement is attached (as well
as to the provisions of all prior amendments to the Credit Agreement), and
without limiting the foregoing, each of the undersigned expressly acknowledges
and agrees to the provisions contained as Article II of the foregoing Fourth
Amendment.
- 67 -
68
Annex A
TO FOURTH AMENDMENT
FORM OF ASSUMPTION AGREEMENT
Date __________, 19__
Reference is made to the Credit Agreement described in Item 2 of
Annex I hereto (as such Credit Agreement may hereafter be amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"). Unless defined
in Annex I hereto, terms defined in the Credit Agreement are used herein as
therein defined. Each of Starwood Hotels & Resorts, a Maryland real estate
investment trust ("Starwood REIT"), SLT Realty Limited Partnership, a Delaware
limited partnership ("SLT RLP"), Starwood Hotels & Resorts Worldwide, Inc., a
Maryland corporation (the "Corporation") and ITT Corporation, a Nevada
corporation ("ITT" and, together with Starwood REIT, SLT RLP and the
Corporation, the "Starwood Entities") and _______________________ (the "New
Lender") hereby agree as follows:
1. In accordance with the terms of the Credit Agreement (and the
Fourth Amendment thereto) the New Lender hereby acknowledges and agrees that it
hereby makes (x) a New Tranche II Term Loan Commitment (as defined in the Fourth
Amendment) in the amount specified in Item 4 of Annex I hereto and (y) a New
Revolving Loan Commitment in the amount specified in Item 4 of Annex I hereto
(which shall result in Alternate Currency Revolving Loan Sub-Commitments and/or
a Non-Alternate Currency Revolving Loan Sub-Commitment with respect thereto as
also specified in Item 4 of Annex I hereto (which sub-commitments must, in
aggregate, equal the amount of the New Revolving Loan Commitment)). The New
Lender further agrees to make Loans pursuant to its New Commitments (as defined
in the Fourth Amendment) in accordance with the requirements of the Credit
Agreement and the Fourth Amendment. If any New Revolving Loan Commitment is
furnished, the Lender also acknowledges and agrees that it shall acquire
participations in Letters of Credit in accordance with the terms of the Credit
Agreement and the Fourth Amendment.
2. The New Lender acknowledges and agrees that no Agent and no other
Lender (i) makes any representation or warranty or assumes any responsibility
with respect to the financial condition of the Parent Companies or any of their
Subsidiaries or the performance or observance by the Parent Companies or any of
their Subsidiaries of any of their respective obligations under the Credit
Agreement or the other Credit Documents to which they are a party or any other
instrument or document furnished pursuant thereto or (ii) makes any
representation or warranty or assumes any responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the other Credit Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or the other Credit Documents or any other instrument or document
furnished pursuant thereto.
3. The New Lender (i) confirms that it has received a copy of the
Credit Agreement and the other Credit Documents, together with copies of the
financial statements referred to therein and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assumption Agreement; (ii) agrees that it will,
independently and without reliance upon the Administrative Agents or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (iii) confirms that it is an Eligible
Transferee as defined in the Credit Agreement; (iv) appoints and authorizes the
69
Annex A
to Fourth Amendment
Page 2
Administrative Agents and the Collateral Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement and the other
Credit Documents as are delegated to the Administrative Agents and the
Collateral Agent, by the terms thereof, together with such powers as are
reasonably incidental thereto; [and] (v) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement and the other Credit Documents are required to be performed by
it as a Lender; [and (vi) to the extent legally entitled to do so, attaches the
forms described in Section 13.04(b) of the Credit Agreement.](1)
4. Following the execution of this Assumption Agreement by the
Starwood Entities and the New Lender, an executed original hereof (together with
all attachments) will be delivered to the Paying Agent. The effective date of
this Assumption Agreement shall be the date of execution hereof by the Starwood
Entities and the New Lender, the receipt of the consent of the Paying Agent and,
if any New Revolving Loan Commitment is made, the consent of the Swingline
Lender and each Issuing Bank, the receipt by the Paying Agent of the
administrative fee referred to in Section 13.04(b) of the Credit Agreement and
the recordation of the assignment effected hereby on the Register by the Paying
Agent as provided in Section 13.15 of the Credit Agreement, or such later date,
if any, which may be specified in Item 5 of Annex I hereto (the "New Commitment
Effective Date").
5. Upon the delivery of a fully executed original hereof to the
Paying Agent, as of the New Commitment Effective Date, the New Lender shall be a
party to the Credit Agreement and, to the extent provided in this Assumption
Agreement, have the rights and obligations of a Lender thereunder and under the
other Credit Documents.
6. It is agreed that the New Lender shall be entitled to (x)
interest on the Loans made by it; (y) Commitment Commission (if applicable); and
(z) Letter of Credit Fees (if applicable) on the New Lender's participation in
all Letters of Credit, in each case at the rates specified in the Credit
Agreement, for periods after such extensions of credit are made by such New
Lender pursuant to this Assumption Agreement and the terms of the Credit
Agreement..
7. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
----------
(1) Include if the New Lender is organized under the laws of a jurisdiction
outside of the United States.
70
Annex A
to Fourth Amendment
Page 3
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Assumption Agreement, as of the
date first above written, such execution also being made on Annex I hereto.
Accepted this ____ day
of __________, 19__
STARWOOD HOTELS & RESORTS,
a Maryland real estate investment trust
By:___________________________________________
Name:
Title:
STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., a Maryland corporation
By:___________________________________________
Name:
Title:
SLT REALTY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Starwood Hotels & Resorts, a Maryland
real estate investment trust, its
general partner
By:___________________________________________
Name:
Title:
ITT CORPORATION, a Nevada corporation
By:___________________________________________
Name:
Title:
71
Annex A
to Fourth Amendment
Page 4
[NAME OF NEW LENDER],
as a New Lender
By____________________________________________
Title:
Acknowledged and Agreed as of _________ ___, 19__:
BANKERS TRUST COMPANY,
as Paying Agent
By__________________________
Title:
[NAME OF SWINGLINE LENDER], as Swingline Lender
By__________________________
Title:
[NAME OF EACH ISSUING BANK], as an Issuing Bank
By__________________________
Title:](2)
(2) The consent of the Swingline Lender and each Issuing Bank is required with
respect to New Revolving Loan Commitments.
72
Annex 1
to Assumption Agreement
ANNEX FOR ASSUMPTION AGREEMENT
1. Borrowers: Starwood Hotels & Resorts
Starwood Hotels & Resorts Worldwide, Inc.
SLT Realty Limited Partnership
ITT Corporation
[Alternative Currency Revolving Loan Borrower]
2. Name and Date of Credit Agreement:
Credit Agreement, dated as of February 23, 1998, among Starwood Hotels &
Resorts, SLT Realty Limited Partnership, Starwood Hotels & Resorts
Worldwide, Inc., ITT Corporation (as successor in interest to Chess
Acquisition Corp.), each Alternate Currency Revolving Loan Borrower from
time to time party thereto, the Lenders from time to time party thereto,
Bankers Trust Company and The Chase Manhattan Bank, as Administrative
Agents, and Xxxxxx Commercial Paper Inc. and Bank of Montreal, as
Syndication Agents, as amended, modified or supplemented to the date
hereof.
3. Date of Assumption Agreement:
4. Amounts (as of date of item #3 above):
Tranche I Term Loans
a. Aggregate Outstanding Principal Amount for all Lenders $______
Tranche II Term Loans
a. Aggregate Outstanding Principal $__________
Amount for all Lenders (before
giving effect to New Commitment
Effective Date)
b. New Tranche II Term Loan $__________
Commitment of New Lender
Revolving Pounds Sterling Canadian Dollar French Franc Non-Alternate
Loan Commitments Revolving Loan Revolving Loan Revolving Loan Currency Revolving
Sub-Commitments Sub-Commitments Sub-Commitments Loan Sub-Commitments
a. Aggregate Amount
for all Lenders before giving $__________ $__________ $__________ $__________ $__________
effect to New Commitment
Effective Date
73
Annex 1
to Assumption Agreement
Page 2
b. Amount of New Revolving $__________ $__________ $__________ $__________ $__________](3)
Loan Commitment of New
Lender (and related Sub-
Commitments)
[Outstanding Principal Outstanding Outstanding Principal Outstanding Principal
of Dollar Principal of Canadian Dollar of French Franc
Revolving Loans of Pounds Sterling Revolving Loans Revolving Loans
Revolving Loans
a. Aggregate Amount $__________ pound sterling__________ Cdn.$_________ FF__________]
for all Lenders before giving
effect to New Commitment
Effective Date
5. New Commitment Effective Date:
6. Notice:
NEW LENDER:
_____________________
_____________________
_____________________
_____________________
Attention:
Telephone:
Telecopier:
Reference:
Payment Instructions:
NEW LENDER:
_____________________
_____________________
_____________________
_____________________
Attention:
Reference:
----------
(3) The sum of the Pounds Sterling Revolving Loan Sub-Commitment(s), the
Canadian Dollar Revolving Loan Sub-Commitment(s), the French Franc Revolving
Loan Sub-Commitment(s) and the Non-Alternate Currency Revolving Loan
Sub-Commitment(s) shall equal the Revolving Loan Commitment(s).
74
Annex 1
to Assumption Agreement
Page 3
Accepted and Agreed:
[NAME OF NEW LENDER]
By__________________________ STARWOOD HOTELS & RESORTS,
a Maryland real estate investment trust
By:___________________________________________
Name:
Title:
STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., a Maryland corporation
By:___________________________________________
Name:
Title:
SLT REALTY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Starwood Hotels & Resorts, a Maryland
real estate investment trust, its general
partner
By:___________________________________________
Name:
Title:
ITT CORPORATION, a Nevada corporation
By:___________________________________________
Name:
Title:
