EX-10.1






FIRST AMENDMENT TO CREDIT AGREEMENT




FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 31, 2006,
among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (the
“Corporation”), STARWOOD HOTELS & RESORTS, a Maryland real estate investment trust
(“Starwood REIT”), each additional DOLLAR REVOLVING LOAN BORROWER from time to time party
to the Credit Agreement as referred to below, each additional ALTERNATE CURRENCY REVOLVING LOAN
BORROWER from time to time party to the Credit Agreement as referred to below, the 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.



W I T N E S S E T H:




WHEREAS, the Borrowers, the Lenders, the Administrative Agent, JPMORGAN CHASE BANK, N.A. and
SOCIETE GENERALE, as Syndication Agents, BANK OF AMERICA, N.A. and CALYON NEW YORK BRANCH, as
Documentation Agents, and DEUTSCHE BANK SECURITIES INC., J.P. MORGAN SECURITIES INC. and BANC OF
AMERICA SECURITIES LLC, as Lead Arrangers and Book Running Managers, are parties to that certain
Credit Agreement, dated as of February 10, 2006 (the “Credit Agreement”); and



WHEREAS, subject to the terms and conditions of this Amendment, the Lenders and the Borrowers
wish to (x) amend certain provisions of the Credit Agreement and (y) enter into certain agreements
with respect to the Credit Agreement, in each case as herein provided.



	 	 	 
	
 
	 	NOW, THEREFORE, it is agreed:
	PART I.

	 	Acknowledgments and Agreements.
	
 
	 	 






SECTION 1. Each Designated Incremental RL Lender (as defined below), each other Lender
and each Borrower hereby acknowledges that, as of the First Amendment Effective Date (as defined
below), (i) each Designated Incremental RL Lender has provided an Incremental Revolving Loan
Commitment as contemplated by Section 1.19 of the Credit Agreement which constitutes a Designated
Incremental RL Commitment (as defined below) and (ii) the Total Designated Incremental RL
Commitment (as defined below) equals $300,000,000.



SECTION 2. Notwithstanding anything to the contrary contained in Section 3.02 of the
Credit Agreement, the Corporation shall not have the right to terminate or reduce the Total
Unutilized Revolving Loan Commitment pursuant to Section 3.02 until the occurrence of the
Designated Incremental RL Commitment Termination Date (as defined below).



PART II. Amendments.



SECTION 1. Section 3.03 is hereby amended by (i) deleting clause (b) of said Section
in its entirety and (ii) inserting the following new clauses (b), (c) and (d) in lieu thereof:




“(b) In addition to any other mandatory commitment reductions pursuant to this Section
3.03, the Total Designated Incremental RL Commitment (and the Designated Incremental RL
Commitment of each Designated Incremental RL Lender) shall terminate in its entirety on the
earlier to occur of (x) the 90th day after the First Amendment Effective Date and (y) the
third Business Day following the date on which the Corporation shall have given written
notice to the Administrative Agent at the Notice Office of its intention to cause a
termination of the Total Designated Incremental RL Commitment pursuant to this Section
3.03(b) (such earlier date, the “Designated Incremental RL Commitment Termination
Date”). The termination of the Total Designated Incremental RL Commitment and the
Designated Incremental RL Commitment of each Designated Incremental RL Lender pursuant to
this Section 3.03(b) shall result in a reduction to the Total Revolving Loan Commitment or
the Revolving Loan Commitment of the relevant Designated Incremental RL Lender, as the case
may be, in an amount equal to the Total Designated Incremental RL Commitment or the
Designated Incremental RL Commitment of such Designated Incremental RL Lender, as the case
may be, so terminated (as the same were in effect immediately prior to such termination).




(c) The reduction of the Total Revolving Loan Commitment pursuant to Section 3.03(a)
shall be applied proportionately to reduce the Revolving Loan Commitment of each RL Lender.




(d) In connection with the mandatory commitment reduction required pursuant to Section
3.03(b), each of the Borrowers hereby agrees that, if requested by the Administrative Agent,
the relevant Borrowers shall, in coordination with the Administrative Agent, (x) repay
outstanding Dollar Revolving Loans and incur additional Dollar Revolving Loans from certain
other RL Lenders and/or (y) take such other actions as may be required by the Administrative
Agent (including by requiring new Dollar Revolving Loans to be incurred and added to then
outstanding Borrowings of the respective such Loans, even though as a result thereof such
new Loans (to the extent required to be maintained as Euro Rate Loans) may have a shorter
Interest Period than the then outstanding Borrowings of the respective such Loans), in each
case to the extent necessary so that all of the RL Lenders effectively participate in each
outstanding Borrowing of Dollar Revolving Loans pro rata on the basis of
their Dollar Percentages (determined after giving effect to the decrease in the Revolving
Loan Commitment of any RL Lender pursuant to Section 3.03(b)); provided that (i) the
Corporation shall pay to the respective RL Lenders any costs of the type referred to in
Section 1.12 in connection with any repayment and/or Borrowing required pursuant to this
Section 3.03(d) and (ii) to the extent Dollar Revolving Loans are to be so incurred or added
to the then outstanding Borrowings of the respective such Loans which are maintained as Euro
Rate Loans, the RL Lenders that have made such Loans shall be entitled to receive from the
respective Borrowers such amounts, as reasonably determined by the respective RL Lenders, to
compensate them for funding the various Revolving Loans during an existing Interest Period
(rather than at the beginning of the respective Interest Period, based upon rates then
applicable thereto). All determinations by any RL Lender pursuant to the immediately
preceding sentence shall, absent manifest error, be final and conclusive and binding on all
parties hereto.”



SECTION 2. Section 11.01 of the Credit Agreement is hereby amended by inserting the
following new definitions in appropriate alphabetical order:




“Commitments” shall mean, with respect to any RL Lender, at any time, the
Revolving Loan Commitment of such Lender at such time and, unless the context otherwise
requires, any related Sub-Commitment and/or Designated Incremental RL Commitment of such
Lender at such time.




“Designated Incremental RL Lender” shall mean each financial institution party
to the Incremental Revolving Loan Commitment Agreement entered into on the First Amendment
Effective Date and listed on Schedule I-A (as amended by the First Amendment), as well as
any Person which becomes a “Lender” hereunder pursuant to Section 1.14 or 13.04(b).




“Designated Incremental RL Commitment” shall mean, for each Lender, the amount
set forth opposite such Lender’s name in Schedule I-A (as amended by the First Amendment)
directly below the column entitled “Designated Incremental RL Commitment,” as the same may
be (x) reduced from time to time pursuant to Sections 3.02, 3.03 and/or 10 and (y) adjusted
from time to time as a result of assignments to or from such Lender pursuant to Section 1.14
or 13.04(b).




“Designated Incremental RL Commitment Termination Date” shall have the meaning
provided in Section 3.03(b).




“First Amendment” shall mean the First Amendment to Credit Agreement, dated as
of March 31, 2006.




“First Amendment Effective Date” shall have the meaning provided in the First
Amendment.




“Total Designated Incremental RL Commitment” shall mean, at any time, the sum
of the Designated Incremental RL Commitments of each of the Designated Incremental RL
Lenders at such time



SECTION 3. Section 11.01 of the Credit Agreement is hereby further amended by deleting
the amount “$25,000,000” appearing in the definition of “Alternate Currency Revolving Loan
Sub-Commitment Sub-Limit” and inserting the amount “$50,000,000” in lieu thereof.



SECTION 4. Section 13.15 of the Credit Agreement is hereby amended by deleting the
third and fourth sentences of said Section and replacing them with the following:




“With respect to any Lender, the transfer of the Commitments (and any related Designated
Incremental RL Commitment) of such Lender and the rights to the principal of, and interest
on, any Loan made pursuant to such Commitments (and any related Designated Incremental RL
Commitment) shall not be effective until such transfer is recorded on the Register
maintained by the Administrative Agent with respect to ownership of such Commitments (and
any related Designated Incremental RL Commitment) and Loans and prior to such recordation
all amounts owing to the transferor with respect to such Commitments (and any related
Designated Incremental RL Commitment) and Loans shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Commitments (and any related
Designated Incremental RL Commitment) and Loans shall be recorded by the Administrative
Agent on the Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered Assignment and Assumption Agreement pursuant to Section 13.04(b).” .



SECTION 5. Schedule I-A to the Credit Agreement is hereby amended by deleting the same
in its entirety and inserting new Schedule I-A in the form of Schedule I-A attached hereto.



SECTION 6. Exhibit K to the Credit Agreement is hereby amended by deleting the same in
its entirety and inserting in lieu thereof Exhibit K hereto.



PART III. Miscellaneous Provisions.



A. Each Guarantor, by its signature below, hereby confirms that its Guaranty shall remain in
full force and effect and its Guaranty covers the obligations of each of the relevant Borrowers
under the Credit Agreement (including, without limitation, any Revolving Loans made available
pursuant to Designated Incremental RL Commitments), as modified and amended by this Amendment.



B. In order to induce the Lenders to enter into this Amendment, the Corporation represents and
warrants to the Lenders that, on the First Amendment Effective Date, before, as of and after giving
effect to the execution, delivery and performance by the Corporation of this Amendment and the
transactions contemplated hereby, (i) there shall exist no Default or Event of Default and (ii)
all representations and warranties contained in the Credit Agreement and in the other Credit
Documents are true and correct in all material respects with the same effect as though such
representations and warranties had been made on the First Amendment Effective Date (it being
understood and agreed that any representation or warranty which by its terms is made as of a
specified date shall be true and correct in all material respects only as of such specified date).



C. This 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.



D. 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 instrument. A complete set
of counterparts shall be lodged with the Corporation and the Administrative Agent.



E. 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.



F. This Amendment shall become effective on the date (the “First Amendment Effective
Date”) when each of the following conditions have been satisfied:




1. The Borrowers, each Guarantor, each Designated Incremental RL Lender and the Lenders
constituting the Required Lenders shall have signed a counterpart hereof (whether the same
or different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent (or its designee).




2. The Corporation, the Administrative Agent and each Designated Incremental RL Lender
shall have delivered an Incremental Revolving Loan Commitment in accordance with Section
1.19(b) of the Credit Agreement with respect to the Designated Incremental RL Commitments,
and each of the Incremental Revolving Loan Commitment Requirements required to be satisfied
in connection therewith shall have been satisfied (including, without limitation, the
delivery of any certificates required pursuant to the definition thereof and the legal
opinions required in accordance with Section 1.19(b) of the Credit Agreement).




3. The Corporation shall have paid all amounts, if any, required to be paid pursuant to
Section 1.19(c)(ii).



The Administrative Agent shall promptly deliver notice to the Corporation of the occurrence of the
First Amendment Effective Date.



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



[Signatures appear on the following page.]




1




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., as a Borrower and

Guarantor

By:

	Name:

	Title:

	 

	STARWOOD HOTELS & RESORTS, as a Borrower

By:

	Name:

	Title:

	 

	STARWOOD CANADA CORP., as an Alternate Currency Revolving Loan Borrower

By:

	Name:

	Title:

	 

	SHERATON HOTELS (U.K.) PLC, as an Alternate Currency Revolving Loan Borrower

By:

	Name:

	Title:

	 

	SHERATON HOLDING CORPORATION, as a Guarantor

By:

	Name:

	Title:

	 

	DEUTSCHE BANK AG NEW YORK BRANCH,

Individually and as Administrative Agent

By:

	Name:

	Title:

	By:

	Name:

	Title:

	 








2