0001193125-12-068071 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 21st, 2012 • Starwood Hotel & Resorts Worldwide, Inc • Hotels & motels • New York

CREDIT AGREEMENT, dated as of April 20, 2010, among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (the “Corporation”), each additional Domestic Dollar Revolving Loan Borrower from time to time party hereto, each additional Alternate Currency Revolving Loan Borrower from time to time party hereto, the Lenders party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”), JPMORGAN CHASE BANK, N.A, as Syndication Agent (in such capacity, the “Syndication Agent”), and DEUTSCHE BANK SECURITIES INC., J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as Lead Arrangers and Book Running Managers (all capitalized terms used herein and defined in Section 11 are used herein as therein defined).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 21st, 2012 • Starwood Hotel & Resorts Worldwide, Inc • Hotels & motels • New York

SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of December 9, 2011, among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (the “Corporation”), each additional Dollar Revolving Loan Borrower (as defined in the Credit Agreement referred to below), each additional Alternate Currency Revolving Loan Borrower (as defined in the Credit Agreement referred to below), various lenders from time to time party to the Credit Agreement (the “Lenders”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

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