exv4w4



 




EX-4.4




Execution Copy




AMENDMENT NO. 1 TO

EXCHANGE RIGHTS AGREEMENT




          This Amendment No. 1 to Exchange Rights Agreement is made as of April 10, 2006 (this
“Amendment”) by and among Starwood Hotels & Resorts (formerly Hotel Investors Trust), a
real estate investment trust organized under the laws of the State of Maryland (the
“Trust”), Starwood Hotels & Resorts Worldwide, Inc. (formerly Hotel Investors Corporation),
a Maryland corporation (the “Corporation”), SLT Realty Limited Partnership, a Delaware
limited partnership (the “Realty Partnership”), and SLC Operating Limited Partnership, a
Delaware limited partnership (the “Operating Partnership”).




          WHEREAS, the Corporation, the Trust, the Realty Partnership and the Operating Partnership,
each of the limited partners of the Realty Partnership and the Operating Partnership listed on the
signature pages thereto (such limited partners, collectively, the “Starwood Partners”), and
Firebird Consolidated Partners, L.P., a Delaware limited partnership (“Firebird”), entered
into that certain Exchange Rights Agreement (the “Agreement”) as of January 1, 1995 (unless
otherwise indicated, capitalized terms used herein are used herein as defined in the Agreement);




          WHEREAS, the Agreement provides for the rights of the Starwood Partners to tender Units (as
defined in the Limited Partnership Agreement of the Realty Partnership (the “Realty Partnership
Agreement”)) of the Realty Partnership (such Units issued by the Realty Partnership to Starwood
Partners or Firebird being hereinafter called the “Realty Units”) and Units (as defined in
the Limited Partnership Agreement of the Operating Partnership (as amended from time to time, the
“Operating Partnership Agreement”)) of the Operating Partnership (such Units issued by the
Operating Partnership to Starwood Partners or Firebird being hereinafter called the “Operating
Units”) in exchange for either Paired Shares (as defined therein), cash or a combination of
Paired Shares and cash, on the terms and conditions set forth therein;




          WHEREAS, the Corporation, the Trust and the Realty Partnership are parties to the Master
Agreement and Plan of Merger entered into as of November 14, 2005, as amended on March 24, 2006
(the “Master Agreement”), by and among Host Marriott Corporation, Host Marriott, L.P.
(“Host OP”), Horizon Supernova Merger Sub, L.L.C., Horizon SLT Merger Sub, L.P., the
Corporation, the Trust, Sheraton Holding Corporation and the Realty Partnership, pursuant to which
agreement Host OP would acquire all of the outstanding stock of the Trust (and, indirectly, the
interests in Realty Partnership) in a reverse subsidiary merger transaction, and the Trust and the
Realty Partnership would thereafter become wholly-owned direct or indirect subsidiaries of Host OP;




          WHEREAS, the Corporation and the Trust were parties to the Pairing Agreement dated June 25,
1980 between the Corporation and the Trust, as amended and restated pursuant to the Amended and
Restated Intercompany Agreement, dated as of January 6, 1999 (the “Intercompany
Agreement”), between the Corporation and the Trust, pursuant to which each Class B share of
beneficial interest, par value $.01 per share, of the Trust (“Class B Shares”), and




 









 







each share of common stock, par value $.01 per share, of the Corporation (“Corporation
Shares”), were paired together as a unit such that Class B Shares are transferable only with an
equal number of Corporation Shares and vice versa;




          WHEREAS, on April 7, 2006, in connection with the transactions contemplated by the Master
Agreement, the Corporation and the Trust terminated the Intercompany Agreement, thereby de-pairing
the Class B Shares from the Corporation Shares; and




          WHEREAS, the parties hereto desire to amend the Agreement to reflect the transactions and
other matters described above and, pursuant to Sections 1(c) and 18 of the Agreement, the parties
hereto may amend the Agreement without the consent of the other parties to the Agreement;




          NOW, THEREFORE, in consideration of the covenants and conditions set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:




          Section 1. Amendments.




          (a) Sections 1 through and including 9 of the Agreement are hereby amended by deleting all
such Sections in their entirety and adding in lieu thereof Sections 1 through and including 9 as
set forth on Schedule A hereto.




          (b) Section 10 of the Agreement is hereby amended by substituting the addresses for notices to
the Corporation or the Operating Partnership, with the following:



“Starwood Hotels & Resort Worldwide, Inc.

1111 Westchester Avenue

White Plains, New York 10604

Attention: General Counsel

Telecopy No. (914) 640-8310



with a copy to:



Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

Attention: Michael A. Gordon

Telecopy No. (312) 853-7036”




          (c) Section 11 of the Agreement is hereby amended by deleting such Section in its entirety and
adding in lieu thereof the following:




          “SECTION 11. Definitions. For purposes of this Agreement:





     “Corporation Share Closing Price” shall mean, with respect to a particular
date, the last reported sales price regular way on such date or, in case no such reported
sale takes place on such date, the average of the reported closing bid and asked prices
regular



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way on such date, in either case on the New York Stock Exchange, or if the Corporation
Shares are not then listed or admitted to trading on such Exchange, on the principal
national securities exchange on which the Corporation Shares are then listed or admitted to
trading or, if not then listed or admitted to trading on any national securities exchange,
the closing sale price on such date of the Corporation Shares or, in case no reported sale
takes place on such date then, the average of the closing bid and asked prices on such date,
on NASDAQ or any comparable system. If the Corporation Shares are not then quoted on NASDAQ
or any comparable system, the Board of Directors of the Corporation shall in good faith
determine the Corporation Share Closing Price.”




     “Disinterested Members” has the meaning set forth in the By-Laws of the
Corporation, as amended from time to time.




     “Ownership Limit” has the meaning set forth in the Restated Articles, in each
case as amended from time to time.




     “Restated Articles” means the Restated Articles of Incorporation of the
Corporation, as amended from time to time after the date of this Agreement.



          (d) Section 12 of the Agreement is hereby amended by deleting such Section in its entirety and
adding in lieu thereof the following: “SECTION 12. Determinations and Interpretation. All
interpretations of the terms of this Agreement shall be resolved on behalf of the Corporation by
its Disinterested Members.”




          (e) Section 14 of the Agreement is hereby amended by deleting the term “Starwood Units” and
adding in lieu thereof the term “Operating Units”.




          (f) Section 18 of the Agreement is hereby amended by deleting the words “each of the Trust
and” immediately prior to the words “the Corporation” in the second sentence of such Section.




          (g) Section 20 of the Agreement is hereby amended by deleting such Section in its entirety and
adding in lieu thereof the following: “SECTION 20. Reserved.”




          (h) Exhibit A to the Agreement is hereby amended by deleting such Exhibit in its
entirety and adding in lieu thereof a new Exhibit A as set forth on Schedule B
hereto.




          Section 2. No Other Amendment or Waiver. Except as expressly set forth in this
Amendment, all of the terms and provisions of the Agreement shall remain in full force and effect;
and the parties hereto make no other amendment, alteration or modification of the Agreement nor do
they, nor does any of them, by executing this Amendment, waive any provision of the Agreement or
any right that they or it may have thereunder.




          Section 3. Governing Law. Except to the extent that Maryland law is mandatorily
applicable to the rights and obligations of the stockholders of the Corporation, this Amendment,
and the application or interpretation thereof, shall be governed exclusively by its terms and by
the internal laws of the State of New York, without regard to principles of conflicts




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of laws as applied in the State of New York or any other jurisdiction which, if applied, would
result in the application of any laws other than the internal laws of the State of New York.




          Section 4. Execution in Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be considered an original counterpart, and shall become a binding
agreement when the Corporation, the Trust, the Realty Partnership and the Operating Partnership
shall have each executed a counterpart of this Amendment.




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          IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties hereto
or by their duly authorized officers, all as of the date first above written.




	 	 	 	 	 	 	 	 	 
	 	 	STARWOOD HOTELS & RESORTS  
	 	 	a Maryland real estate investment trust
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jared Finkelstein	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Jared Finkelstein	 	 
	 	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
	 	 	a Maryland corporation
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeff S. Drew	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Jeff S. Drew	 	 
	 	 	 	 	Title: Senior Vice President & Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SLT REALTY LIMITED PARTNERSHIP
	 	 	a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Starwood Hotels & Resorts,	 	 
	 	 	 	 	   its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Jared Finkelstein	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Jared Finkelstein	 	 
	 

	 	 	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SLC OPERATING LIMITED PARTNERSHIP
	 	 	a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Starwood Hotels & Resorts Worldwide, Inc.,	 	 
	 	 	 	 	   its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Jeff S. Drew	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Jeff S. Drew	 	 
	 

	 	 	 	 	 	Title: Senior Vice President & Treasurer	 	 






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SCHEDULE A




          SECTION 1. Right to Tender Operating Units. (a) Upon the terms and subject to the
conditions of this Agreement, each holder of Operating Units shall have the right to tender to the
Corporation outstanding Operating Units.




          (a) Notwithstanding any other provision of this Agreement, no Corporation Shares or cash shall
be issued or paid in respect of any tender of Operating Units (i) prior to the expiration or
termination of the waiting period applicable to such exchange and issuance, if any, under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as it may be amended from time to time or
(ii) prior to the receipt of all governmental and regulatory approvals which are required to be
obtained prior to such tender and issuance or payment.




          (b) The right to exchange Operating Units pursuant to this Agreement constitute a continuous
offer and may not be withdrawn, amended or modified by the Corporation without the prior written
consent of each holder of outstanding Operating Units adversely affected by such withdrawal,
amendment or modification; provided that any withdrawal, amendment or modification that
does not adversely affect any holder of outstanding Operating Units may be effected without the
consent of such holder.




          SECTION 2. Acceptance of Tender; Election of Method of Payment for Tendered Operating
Units. (a) Upon the terms and subject to the conditions of this Agreement, the Corporation
shall accept Operating Units validly tendered in proper form and meeting all of the requirements of
this Agreement. In order for Operating Units to be validly tendered pursuant to this Agreement,
the registered holder thereof shall deliver to the Corporation, at the address provided pursuant to
Section 10, a completed and duly executed Letter of Transmittal in the form attached hereto as
Exhibit A (the “Letter of Transmittal”) and any other documents required by the
Letter of Transmittal. The Corporation shall make all determinations as to the validity and form
of any tender of Operating Units in accordance with the provisions of this Agreement and upon
rejection of a tender shall give the tendering holder written notice of such rejection, which shall
include the reasons therefor.




          (a) Unless otherwise determined by the Corporation, tenders of Operating Units pursuant to
this Agreement shall be irrevocable and shall not be subject to withdrawal or modification;
provided that if the Corporation makes the Share Election with respect to a tender, then
within three days after such Election the tendering holder may elect to revoke such tender so long
as (i) no public disclosure of such tender has been made prior to such revocation and (ii) such
tendering holder reimburses the Corporation for all reasonable costs and expenses incurred in
connection with such tender.




          (b) Within fifteen days after the valid tender pursuant to this Agreement of Operating Units,
the Corporation shall make an election to pay for such Operating Units by delivering either (i)
Corporation Shares (the “Share Election”), (ii) cash (the “Cash Election”) or (iii)
a combination of Corporation Shares and cash (the “Combined Election”).




          SECTION 3. Share Election. (a) If with respect to any tender of Operating Units
pursuant to this Agreement the Corporation makes the Share Election, then within twenty




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days after such tender the Corporation shall deliver to the tendering holder one Corporation
Share for each Operating Unit validly tendered pursuant to the provisions of this Agreement.




          (a) No fractional Corporation Shares or scrip representing fractional Corporation Shares shall
be issued upon exchange of Operating Units pursuant to this Agreement. If more than one Letter of
Transmittal shall be delivered at one time by the same holder, the number of full Corporation
Shares which shall be issuable upon exchange of the Operating Units tendered thereby shall be
computed on the basis of the aggregate number of Operating Units so tendered. Instead of any
fractional Corporation Shares which would otherwise be issuable upon exchange of any Operating
Units, the Corporation shall pay a cash adjustment in respect of such fraction in an amount equal
to the same fraction of the Corporation Share Closing Price on the last business day preceding the
date of exchange.




          (b) If a holder exchanges Operating Units pursuant to this Agreement, the Corporation shall
pay any documentary, stamp or similar issue or transfer tax due on any issue of Corporation Shares
upon such exchange. Such holder, however, shall (i) pay to the Corporation the amount of any
additional documentary, stamp or similar issue or transfer tax which is due (or shall establish to
the satisfaction of the Corporation the payment thereof) as a result of Corporation Shares being
issued in a name other than the name of such holder and (ii) be responsible for all income or other
taxes as a result of such exchange.




          SECTION 4. Cash Election. If with respect to any tender of Operating Units pursuant
to this Agreement the Corporation makes or is deemed to have made the Cash Election, then within
twenty days after such tender the Corporation shall pay to the tendering holder an aggregate amount
of cash (the “Aggregate Cash Payment”) equal to the product of (i) the number of
Corporation Shares which would have been delivered to such holder if the Corporation had made the
Share Election with respect to such tender and (ii) the average Corporation Share Closing Price for
the ten trading day period ending one day prior to the date of such tender.




          SECTION 5. Combined Election. (a) If with respect to any tender of Operating Units
pursuant to this Agreement the Corporation shall make the Combined Election, then within twenty
days after such tender the Corporation shall (i) notify the tendering holder of the number of such
tendered Operating Units which will be exchanged for cash (the “Cash Units”) and the number
of such tendered Operating Units which will be exchanged for Corporation Shares (the
“Corporation Share Units”), (ii) pay to the tendering holder, in respect of each Cash Unit
validly tendered pursuant to the provisions of this Agreement, an amount of cash equal to the
average Corporation Share Closing Price for the ten trading day period ending one day prior to the
date of such tender and (iii) deliver to the tendering holder one Corporation Share for each
Corporation Share Unit validly tendered pursuant to the provisions of this Agreement.




          (a) The provisions of Sections 3(b) and 3(c) of this Agreement shall apply to the issuance of
Corporation Shares pursuant to Section 5(a).




          SECTION 6. Registration Rights. If at any time after one year from the date of this
Agreement, (a) a Starwood Partner validly tenders Operating Units pursuant to the provisions of
this Agreement, (b) the Corporation makes the Share Election or the Combined Election with respect
to such tender, or (c) as a result of the Ownership Limit such Starwood




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Partner cannot receive the full number of Corporation Shares otherwise issuable to such
Starwood Partner pursuant to such tender and such Election (without giving effect to the Ownership
Limit) (the event described in clauses (a), (b) and (c) being referred to as a “Corporation
Share Tender Reduction”; the number of such Corporation Shares which such Starwood Partner
cannot receive pursuant to such tender as a result of the Ownership Limit being referred to as the
“Unissued Corporation Shares”; and the Operating Units tendered in respect of such Unissued
Corporation Shares being referred to as the “Delayed Payment Units”), then (i) subject to
the other terms and conditions of this Agreement, such Starwood Partner shall be entitled to
receive the number of Corporation Shares which it can receive pursuant to such tender, such
Election and the Ownership Limit.




          SECTION 7. Representations of Tendering Holder. Each tender of Operating Units shall
constitute a representation and warranty by the tendering holder of each of the representations and
warranties set forth in the form of Letter of Transmittal. Without limiting the generality of the
foregoing, unless, at the time of a tender for exchange of Operating Units, pursuant to this
Agreement, a registration statement relating to any Corporation Shares to be delivered upon such
tender is effective under the Securities Act of 1933, as amended (the “Securities Act”),
such tender shall constitute a representation and warranty by the tendering holder to the
Corporation that such tendering holder (i) is an “accredited investor” within the meaning of Rule
501 under the Securities Act; (ii) has sufficient knowledge and experience in financial and
business matters and in investing in entities similar to the Operating Partnership and the
Corporation so as to be able to evaluate the risks and merits of its investment in the Operating
Partnership and the Corporation and it is able financially to bear the risks thereof; (iii) has had
an opportunity to discuss the business, management and financial affairs of the Operating
Partnership and the Corporation with the management of the Operating Partnership and the
Corporation; and (iv) understands that the Corporation Shares have not been registered under the
Securities Act by reason of their issuance in a transaction exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated
under the Securities Act and such Corporation Shares must be held indefinitely unless a subsequent
disposition thereof is registered under the Securities Act and applicable state securities laws or
is exempt from such registration.




          SECTION 8. Status of Tendering Holder. Until the holder of Operating Units tendered
pursuant to this Agreement becomes a holder of record of the Corporation Shares issued in exchange
therefor (in the case of a Share Election or a Combined Election) or until such holder has received
cash in exchange therefor (in the case of a Cash Election or a Combined Election), such holder
shall continue to hold and own such Operating Units for all purposes of the Operating Partnership
Agreement. In the case of a Share Election or a Combined Election, no such holder shall have any
rights as a stockholder of the Corporation in respect of such Corporation Shares until such holder
becomes a holder of record of such Corporation Shares.




          SECTION 9. Reservation of Shares; Closing of Transfer Books. The Corporation shall
reserve and shall at all times have reserved out of its authorized but unissued Corporation Shares,
solely for the purpose of effecting the exchange of Operating Units pursuant to this Agreement,
enough Corporation Shares to permit the exchange of the then outstanding Operating Units. All
Corporation Shares which may be issued upon exchange of the Operating Units shall be validly
issued, fully paid and nonassessable and free from all taxes, liens and




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charges with respect to the issuance thereof other than income taxes resulting from such exchange.
The Corporation shall not close its transfer books so as to prevent the timely issuance of
Corporation Shares pursuant to this Agreement.




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SCHEDULE B




EXHIBIT A TO

EXCHANGE RIGHTS AGREEMENT




LETTER OF TRANSMITTAL




To Tender Operating Units




Pursuant to the Exchange Rights Agreement

Dated as of January 1, 1995, as amended




	 	 	 	 	 	 	 
	TO:	 	Starwood Hotels & Resorts Worldwide, Inc.	 	 
	 	 	1111 Westchester Avenue	 	 
	 	 	White Plains, New York 10604	 	 
	 
	 	 	 	 	 	 
	
Description of Operating Units
	 
	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 

	 	Name(s) and Address(es)
	 	Units Tendered (Attach	 	 
	 

	 	of Registered Owners
	 	additional list if necessary)	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     Total
	 	 






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NOTE:
SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE 
ACCOMPANYING INSTRUCTIONS CAREFULLY




Ladies and Gentlemen:




          The undersigned hereby tenders to Starwood Hotels & Resorts Worldwide, Inc (the
“Corporation”) the above-described Operating Units (as defined in the Exchange Rights
Agreement dated as of January 1, 1995, as amended (the “Exchange Rights Agreement”)) in
accordance with the terms and conditions of the Exchange Rights Agreement and this Letter of
Transmittal (which together constitute the “Offer”), receipt of which is hereby
acknowledged. All terms used herein but not defined herein are used as defined in the Exchange
Rights Agreement.




          Subject to, and effective upon the issuance of Corporation Shares and/or the payment of cash,
as the case may be, for the Operating Units tendered hereby, the undersigned hereby assigns and
transfers to the Corporation all right, title and interest in and to all the Operating Units that
are being tendered hereby and irrevocably constitutes and appoints the Corporation (the
“Agent”), with full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (i) transfer such Operating Units on the books of
the Operating Partnership and (ii) receive all rights, privileges and benefits, and any and all
obligations and liabilities appertaining thereto and otherwise exercise all rights of beneficial
ownership of such Operating Units, all in accordance with the terms of the Offer.




          The undersigned hereby represents and warrants to the Corporation (i) that the undersigned has
full power and authority to tender, sell, assign and transfer the tendered Operating Units and that
upon payment therefor, the Corporation will acquire unencumbered title thereto, free and clear of
all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse
claim, and (ii) that the tender complies with each and every provision of Section 1 of the Exchange
Rights Agreement. The undersigned will, upon request, execute any additional documents deemed by
the Corporation to be reasonably necessary or desirable to complete the sale, assignment and
transfer of the tendered Operating Units.




          Unless a registration statement relating to any Corporation Shares to be delivered to the
undersigned is effective under the Securities Act of 1933, as amended (the “Securities
Act”), the undersigned hereby represents and warrants to the Corporation that the undersigned
(i) is an “accredited investor” within the meaning of Rule 501 under the Securities Act; (ii) has
sufficient knowledge and experience in financial and business matters and in investing in entities
similar to the Operating Partnership and the Corporation so as to be able to evaluate the risks and
merits of its investment in the Operating Partnership and the Corporation and it is able
financially to bear the risks thereof; (iii) has had an opportunity to discuss the business,
management and financial affairs of the Operating Partnership and the Corporation with the
management of the Operating Partnership and the Corporation; and (iv) understands that any such
Corporation Shares have not been registered under the Securities Act by reason of their issuance in
a transaction exempt from the registration requirements of the Securities Act pursuant to Section
4(2) thereof or Rule 505 or 506 promulgated under the Securities Act, and any such Corporation
Shares must be held indefinitely unless a subsequent disposition thereof is registered under the
Securities Act and applicable state securities laws or is exempt from such




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registration. If not sold pursuant to an effective registration statement, any such
Corporation Shares will bear an appropriate legend indicating that such Corporation Shares have not
been registered under the Securities Act and resale of such Corporation Shares is restricted under
applicable securities laws.




          All authority conferred or agreed to be conferred in this Letter of Transmittal shall not be
affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of
the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned.




          The undersigned understands that, except as provided in Section 2(b) of the Exchange Rights
Agreement, a tender of Operating Units pursuant to the Exchange Rights Agreement is irrevocable and
constitutes a binding agreement between the undersigned and the Corporation upon the terms and
subject to the conditions of the Exchange Rights Agreement.




          Unless otherwise indicated under “Special Delivery Instructions”, please mail any Corporation
Shares issuable upon exchange of the Operating Units tendered hereby (or, if the Cash Election or
the Combined Election is made, the cash payment payable pursuant thereto) to the address(es) of the
registered holder(s) appearing under “Description of Units.” In the event that the Special Delivery
Instructions are completed, please issue the Corporation Shares (or, if the Cash Election or the
Combined Election is made, the cash payment payable pursuant thereto) in the name of the registered
holder(s) and transmit the same to the person or persons so indicated.




          The Corporation and the undersigned agree that they will cooperate with each other and will
make, execute, acknowledge, deliver, record and file, or cause to be made, executed, acknowledged,
delivered, recorded and filed, at such times and places as the other may reasonably deem necessary,
all other and further documents and instruments, and will take all other and further actions, as
the other may reasonably request from time to time in order to effectuate the purposes and
provisions of the tender made pursuant to this Letter of Transmittal.




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SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 4 and 5)




          To be completed ONLY if Corporation Shares or the cash payment are to be sent to someone other
than the undersigned or to the undersigned at an address other than that above.



Mail certificate(s) for Corporation Shares or cash payment to:




	 	 	 
	Name
	 	 
	 

	 	 





(please print)




	 	 	 
	Address
	 	 
	 

	 	 




 




(include Zip Code)



 




(Tax Identification or Social Security Number)




SIGN HERE




Complete Substitute Form W-9 included



 



 



(Signature(s) of holder of Operating Units)



(Must be signed by registered holder(s) as name(s) appear(s) on books and records of the
Operating Partnership. If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative
capacity, please set forth full title and see Instruction 4.)




	 	 	 
	Dated
	 	 
	 

	 	 
	 
	 	 
	Name(s)
	 	 
	 

	 	 





(please print)




	 	 	 
	Capacity
	 	 
	(Full Title)
	 	 
	 

	 	 
	 
	 	 
	Address
	 	 
	 

	 	 





(include Zip Code)




	 	 	 
	Area Code and Tel. No.
	 	 
	 

	 	 
	 
	 	 
	Tax Identification or
	 	 
	Social Security No.
	 	 
	 

	 	 




(Complete Substitute Form W-9)




Guarantee of Signature(s)

(See Instruction 1)




	 	 	 
	Authorized Signature
	 	 
	 

	 	 





	 	 	 
	Name of Firm
	 	 
	 

	 	 





	 	 	 
	Dated
	 	 
	 

	 	 





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INSTRUCTIONS




Forming Part of the Terms and Conditions of the

Exchange Rights Agreement




          1. Guarantee of Signature. No signature guarantee on this Letter of Transmittal is
required unless the registered holder of the Operating Units has completed the box entitled
“Special Delivery Instructions”. In such case all signatures on this Letter of Transmittal must be
guaranteed by a member firm of any registered national securities exchange in the United States or
of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company
(not a savings bank or a savings and loan association) having an office, branch or agency in the
United States.




          2. Delivery of Letter of Transmittal. This Letter of Transmittal is to be completed
by the holder of Operating Units. A properly completed and duly executed Letter of Transmittal and
any other documents required by this Letter of Transmittal must be received by the Agent.




          No alternative, conditional or contingent tenders will be accepted.




          3. Inadequate Space. If the space provided herein is inadequate, the Operating Units
tendered and/or other information required should be listed on a separate schedule attached hereto.




          4. Signatures on Letter of Transmittal. The signature must correspond with the name
as shown on the books and records of the Operating Partnership without any change whatsoever.




          If any of the Operating Units tendered hereby are owned of record by two or more joint owners,
all such owners must sign the Letter of Transmittal.




          If any tendered Operating Units are registered in different names, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are different
registrations.




          If this Letter of Transmittal is signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative
capacity, each person should so indicate when signing, and proper evidence satisfactory to the
Agent of their authority so to act must be submitted.




          5. Special Delivery Instructions. If a certificate for Corporation Shares or the cash
payment is to be sent to someone other than the signer of this Letter of Transmittal or to an
address other than that shown above, the appropriate boxes on this Letter of Transmittal should be
completed.




          6. Waiver of Conditions. The Corporation reserves the right to waive in its sole
discretion any of the specified conditions of the Offer in the case of the Operating Units




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tendered; provided that any such waiver shall not adversely affect any holder of
outstanding Operating Units without the consent of such holder.




          7. Back-up Withholding. Under the Federal income tax law, a person surrendering
Operating Units must provide the Agent with his correct taxpayer identification number
(“TIN”) on Substitute Form W-9 below unless an exemption applies. If the correct TIN is
not provided, a $50 penalty may be imposed by the Internal Revenue Service and payments made in
exchange for the surrendered Operating Units may be subject to back-up withholding of that rate
provided by the Federal income tax law (such rate being at the date of the last amendment of the
Exchange Rights Agreement, 28 %).




          The TIN that must be provided is that of the registered holder of the Operating Units. The
TIN for an individual is his social security number.




          8. Requests for Assistance or Additional Copies. Questions and requests for assistance or
additional copies of the Exchange Rights Agreement and the Letter of Transmittal may be directed to
the Agent at the address set forth above.




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IMPORTANT TAX INFORMATION




          Under Federal income tax laws, a holder whose tendered Operating Units are accepted for
payment is required by law to provide the Agent (as payer) with his correct taxpayer identification
number on Substitute Form W-9 below. If such holder is an individual, the taxpayer identification
number is his social security number. If the Agent is not provided with the correct taxpayer
identification number, the holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such holder with respect to Operating Units
purchased pursuant to the Offer may be subject to back-up withholding.




          If back-up withholding applies, the Agent is required to withhold, at that rate provided by
the Federal income tax law (such rate being at the date of last amendment of the Exchange Rights
Agreement 28%), of any such payments made to the holder of Operating Units. Corporation Shares
otherwise deliverable hereunder may, at the expense (and with all risk of loss for the account) of
the undersigned, be sold to pay such amounts. Back-up withholding is not an additional tax.
Rather, the tax liability of persons subject to back-up withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained.



Purpose of Substitute Form W-9




          To prevent back-up withholding on payments that are made to a holder of Operating Units
purchased pursuant to the Offer, the holder is required to notify the Agent of his correct taxpayer
identification number by completing the form below certifying that the taxpayer identification
number provided on Substitute Form W-9 is correct.



What Number to Give the Agent




          The holder is required to give the Agent the social security number or employer identification
number of the record owner of the Operating Units.




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PAYER’S NAME: Starwood Hotels & Resorts Worldwide, Inc.




	 	 	 	 	 
	Substitute
Form W-9

	 	Part 1 — Please provide your TIN in the box at
right and certify by signing and dating below
	 	Social Security

Number/Employer

Identification

Number
	 
	 	 	 	 
	Department of the
Treasury/Internal
Revenue Service

	 	Certification — Under the penalties of
perjury, (i) I certify that the information
provided on this form is true, correct and
complete and (ii) I am not subject to backup
withholding because: (a) I am exempt from
backup withholding, or (b) I have not been
notified by the Internal Revenue Service
(IRS) that I am subject to backup withholding
as a result of a failure to report all
interest or dividends, or (c) the IRS has
notified me that I am no longer subject to
backup withholding.	 	 
	 
	 	 	 	 
	 

	 	Signature
	 	Date






	 	 	 
	NOTE:

	 	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACK-UP WITHHOLDING, AT THAT RATE
PROVIDED BY THE FEDERAL INCOME TAX LAW (SUCH RATE BEING AT THE DATE OF LAST AMENDMENT OF THE
EXCHANGE RIGHTS AGREEMENT 28%), OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.







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