exv4w3



 





EX-4.3



Execution Copy




STARWOOD HOTELS & RESORTS WORLDWIDE, INC.,




SHERATON HOLDING CORPORATION

(formerly named ITT Corporation and ITT Destinations, Inc.)




AND




THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

(successor to The Bank of New York and The First National Bank of Chicago)




SECOND INDENTURE SUPPLEMENT

Dated as of April 9, 2006




to




AMENDED AND RESTATED INDENTURE




Dated as of December 19, 1995




Between ITT Corporation

(formerly known as ITT Destinations, Inc.), as Issuer




and




The First National Bank of Chicago, as Trustee




as amended by




FIRST INDENTURE SUPPLEMENT




Dated as of December 31, 1998




Between ITT Corporation

(formerly known as ITT Destinations, Inc.), as Issuer




Starwood Hotels & Resorts Worldwide, Inc., as Guarantor




and




The Bank of New York

(successor to The First National Bank of Chicago), as Trustee





 









 








SECOND INDENTURE SUPPLEMENT




     SECOND INDENTURE SUPPLEMENT dated as of April 9, 2006 (this “Supplement”), among Starwood
Hotels & Resorts Worldwide, Inc., a corporation duly organized and validly existing under the laws
of the State of Maryland (“Starwood”), Sheraton Holding Corporation (formerly named ITT Corporation
and ITT Destinations, Inc.), a corporation duly organized and validly existing under the laws of
the State of Nevada (“SHC”), and The Bank of New York Trust Company, N.A. (successor to The Bank
of New York and The First National Bank of Chicago), as trustee (the “Trustee”).



RECITALS OF SHC, STARWOOD AND THE TRUSTEE




     SHC and the Trustee have heretofore executed and delivered a certain Amended and Restated
Indenture (the “Restated Indenture”) dated as of December 19, 1995 (as supplemented by a First
Indenture Supplement executed and delivered by SHC, Starwood and the Trustee, dated as of December
31, 1998 (the “First Supplement” and, collectively with the Restated Indenture, the “Indenture”)),
which provides for the issuance from time to time by the “Issuer” (as defined in the Indenture) of
its debentures, notes or other evidences of indebtedness in one or more series (“Securities”, as
more fully defined in the Indenture) and the unconditional guarantee by the “Guarantor” (as defined
in the Indenture) of the full and punctual payment, when due, of the principal of, premium, if any,
and interest on the Securities previously issued under the Indenture and outstanding on the date of
the First Supplement, and the full and punctual performance within the grace period set forth in
Section 6.1(d) or (e) of the Indenture, if applicable, of all other obligations of the Issuer under
such Securities or under the Indenture as applicable to such Securities (the “Guarantee”).



     Prior to the effectiveness of this Supplement, SHC has issued Securities under the Indenture
and, as of the date of this Supplement, the only Securities that have been issued and remain
outstanding under the Indenture consist of $450,000,000 aggregate principal amount of 73/8%
Debentures due November 15, 2015 and $150,000,000 aggregate principal amount of 73/4% Debentures due
November 15, 2025.



     In connection with the Master Agreement and Plan of Merger dated as of November 14, 2005, as
amended on March 24, 2006, among Host Marriott Corporation (“Host”), Host Marriott, L.P., Starwood,
Starwood Hotels & Resorts, SHC and the other parties thereto, SHC is, in a series of transactions
simultaneously with the execution of this Supplement, transferring its property and assets
substantially as an entirety to Starwood.



     Article Eleven of the Indenture requires that Starwood, as a condition of the transfer to it
of the property and assets of SHC as, or substantially as, an entirety, execute and deliver to the
Trustee this Supplement. This Supplement amends the Indenture, pursuant to Section 10.1 thereof
and Article Eleven thereof, to reflect the assumption by Starwood of the due and punctual payment
of the principal of, premium, if any, and interest, if any, on all the Securities of each series
and the Coupons, if any, appertaining thereto and the performance and observance of each and every
covenant and condition of the Indenture on the part of the Issuer to be performed or observed, to
the same extent that the Issuer is bound and liable, and to release SHC from all its liabilities
and obligations under the Indenture and under the Securities.



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     All conditions, acts and proceedings required by law, by the Indenture and by the certificates
of incorporation and bylaws of SHC and Starwood necessary to constitute this Supplement a legal,
valid and binding agreement for the uses and purposes herein set forth in accordance with its terms
have been complied with, done and performed, and the execution and delivery of this Supplement have
in all respects been duly authorized.



     NOW, THEREFORE, in consideration of the foregoing and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each party agrees as follows for the
benefit of the other parties and for the equal and ratable benefit of the Holders (as defined in
the Indenture) of the Securities.



ARTICLE 1

AMENDMENTS




     SECTION 1.01. Assumption of Indenture and Securities by Starwood. Starwood hereby
assumes the due and punctual payment of the principal of, premium, if any, and interest, if any, on
all the Securities of each series and the Coupons, if any, appertaining thereto and the performance
and observance of each and every covenant and condition of the Indenture on the part of the Issuer
to be performed or observed, to the same extent that the Issuer is bound and liable. In connection
with such assumption, the following amendments are hereby made to the Indenture:



     (a) Section 1.01 of the Indenture is hereby amended to delete the definition of “Issuer” and
to insert in its place the following:




“‘Issuer’ means Starwood Hotel & Resorts Worldwide, Inc., a Maryland corporation,
and, subject to Article Eleven, its successors and assigns.”



     (b) Section 13.5 is hereby amended to delete “ITT CORPORATION, Attention of Corporate
Secretary, 1330 Avenue of the Americas, New York, NY 10019-5490” in the first sentence thereof, and
to insert in its place the following:




“Starwood Hotels & Resorts Worldwide, Inc., Attention of the General Counsel, 1111
Westchester Avenue, White Plains, NY 10604”



     SECTION 1.02. Release of SHC. SHC is hereby released from all its liabilities and
obligations under the Indenture and under the Securities.



ARTICLE 2

MISCELLANEOUS




     SECTION 2.01. Effectiveness. This Supplement shall take effect as of the date
hereof.



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     SECTION 2.02. Indenture Ratified. Except as herein expressly provided, the Indenture
is in all respects ratified and confirmed by Starwood and the Trustee and all the terms, provisions
and conditions thereof are and will remain in full force and effect.



     SECTION 2.03. Execution by the Trustee. The Trustee has executed this Supplement
only upon the terms and conditions set forth in the Indenture. Without limiting the generality of
the foregoing, the Trustee shall not be responsible for the correctness of the recitals herein
contained, which shall be taken as the statements of Starwood and SHC, and the Trustee makes no
representation and shall have no responsibility for, and in respect of, the validity or sufficiency
of this Supplement or the execution thereof by Starwood or SHC.



     SECTION 2.04. Governing Law. This Supplement shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be construed in accordance with
the laws of said State.



     SECTION 2.05. Execution in Counterparts. This Supplement may be executed in any
number of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Second Indenture Supplement to be duly
executed as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	STARWOOD HOTELS &
RESORTS WORLDWIDE, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[Seal]	 	 	 	By:	 	/s/ Jeff S. Drew	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Jeff S. Drew	 	 
	 

	 	 	 	 	 	 	 	Title:   Senior Vice President &
Treasurer	 	 
	Attest:
	 	/s/ Michael Dojlidko	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SHERATON HOLDING CORPORATION	 	 
	 	 	 	 	 	 	(formerly named ITT Corporation and ITT
Destinations, Inc.)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[Seal]	 	 	 	By:	 	/s/ Jared T. Finkelstein	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Jared T. Finkelstein	 	 
	 

	 	 	 	 	 	 	 	Title:   Vice President
& Assistant Secretary	 	 
	Attest:
	 	/s/ Seth Ruzi	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee	 	 
	 	 	 	 	 	 	(successor to The Bank of New York and
The First National Bank of Chicago)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Melonee Young	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Melonee Young	 	 
	 

	 	 	 	 	 	 	 	Title:   Vice President	 	 







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