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                                                                    EXHIBIT 10.2


                       FIFTH AMENDMENT TO CREDIT AGREEMENT


            FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
August 26, 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 LEHMAN 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");

            WHEREAS, the Parent Companies are contemplating the following
proposed reorganization transaction (the "Reorganization"): (i) a newly created
direct Wholly-Owned Subsidiary of the Corporation ("Newco") shall be merged
(with such merger being herein called the "Reorganization Merger") with and into
Starwood REIT, with Starwood REIT surviving the Reorganization Merger as a
direct Subsidiary of the Corporation; (ii) the common stock of Newco shall
become the common shares of beneficial interest in Starwood REIT (the "Class A
Shares") and the common shares of beneficial interest in Starwood REIT shall be
converted into a new class of shares of beneficial interest of Starwood REIT
(the "Class B Shares"); (iii) the Class B Shares shall be paired with the common
stock of the Corporation; (iv) the existing Class A Exchangeable Preferred
Shares and Class B Exchangeable Preferred Shares of Starwood REIT shall remain
outstanding as such shares of Starwood REIT; and (v) the organizational
documents of Starwood REIT and the Corporation shall be amended and restated to
effectuate the foregoing;

            WHEREAS, three of SLT RLP's Wholly-Owned Subsidiaries, W&S Seattle
Corp., W&S Lauderdale Corp. and W&S Denver Corp. each intend to issue up to 500
shares of preferred shares to at least 100 new shareholders to enable such
corporations to be treated as real estate investment trusts under the Code (with
such stock issuances being collectively referred to herein as the "Westin Stock
Issue");

            WHEREAS, the Borrowers wish to request certain one time waivers from
certain restrictions set forth in certain sections of the Credit Agreement in
order to permit the Reorganization and the Westin Stock Issue, as herein
provided; and
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            WHEREAS, the parties hereto wish to further amend the Credit
Agreement as herein provided;


            NOW, THEREFORE, it is agreed:

      I.    Waivers, Amendments and Agreements with Respect to the Credit
Agreement.

            1. Consent to Reorganization. Notwithstanding anything to the
contrary contained in the Credit Agreement, but subject to the terms of this
Amendment, the Lenders hereby consent to the Reorganization and to the Parent
Companies and their Subsidiaries taking the steps necessary to consummate the
Reorganization, in accordance with the steps described in Exhibit A attached
hereto, so long as the following conditions are satisfied:

            (i) after giving effect to the Reorganization Merger, the
      Corporation shall own all of the issued and outstanding Class A Shares of
      Starwood REIT, which shares shall represent 100% of the equity interests
      in Starwood REIT other than the equity interests represented by the Class
      B Shares and the Class A Exchangeable Preferred Shares and Class B
      Exchangeable Preferred Shares;

            (ii) (x) in no event shall any additional Class A Exchangeable
      Preferred Shares or Class B Exchangeable Preferred Shares be issued in
      connection with the Reorganization Merger, except as specifically
      contemplated by clause (ii) of Section 9.14(c) of the Credit Agreement (as
      added pursuant to this Amendment), (y) in no event shall the issued and
      outstanding Class B Shares, at the time of the consummation of the
      Reorganization and immediately after giving effect thereto, represent more
      than 49% of the aggregate economic interests (as determined by the
      Corporation in good faith on a reasonable basis) represented by all
      outstanding equity interests in Starwood REIT (exclusive of the
      outstanding Class A Exchangeable Preferred Shares and Class B Exchangeable
      Preferred Shares) and (z) in any event the terms of all Class B Shares
      shall provide that same shall be, at the option of the Corporation at any
      time when one or more material Events of Default (pursuant to the Credit
      Agreement or certain other material Indebtedness) have continued in
      existence beyond certain cure periods to be determined, mandatorily
      exchanged for shares of common stock of the Corporation;

            (iii) in no event shall the Class A Shares constitute Margin Stock,
      and all said Class A Shares shall be immediately pledged (and delivered
      for pledge) by the Corporation pursuant to the Pledge and Security
      Agreement;

            (iv) all material consents and approvals of, and filings and
      registrations with, and all of the actions in respect of, all governmental
      agencies, authorities or instrumentalities, as well as all shareholders,
      holders of equity interests, creditors and parties to contracts with the
      Parent Companies and their Subsidiaries, required in order to make or
      consummate the Reorganization shall have been obtained, given, filed or
      taken and are or will, at the time of the consummation of the
      Reorganization Merger, be in full force and effect (without limiting the
      foregoing, all required shareholder consents of the


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      Parent Companies shall have been obtained, as well as any consents
      required of any holders of material outstanding Indebtedness of the Parent
      Companies and their Subsidiaries);

            (v) at the time of the consummation of the Reorganization (and after
      giving effect thereto) no Specified Default, and no Event of Default,
      shall be in existence and all representations, warranties and agreements
      contained in the Credit Documents shall be true and correct in all
      material respects (it being understood and agreed that any representation
      or warranty which by its terms is made as of a specified date shall be
      required to be true and correct in all material respects only as of such
      specified date); provided that for purposes of this clause (v), the
      following modifications shall be deemed made to Section 7 of the Credit
      Agreement;

                (a) all references in said Section 7 to "Documents" shall be
            deemed to include any documents executed and delivered in connection
            with the Reorganization; and

                (b) all references in said Section 7 to the "Transaction" shall
            be deemed to include the Reorganization and each of the components
            thereof;

            (vi) all proxy materials and similar materials distributed to
      shareholders of Starwood REIT or the Corporation, generally, shall be
      distributed to the Lenders substantially concurrently with their
      distribution to said shareholders;

            (vii) all terms of the Reorganization, the Class B Shares and any
      other documentation entered into in connection with the Reorganization or
      the Class B Shares shall, in each case, be required to be reasonably
      satisfactory to the Lead Agents and, if there are any material differences
      (in the good faith determination of the Lead Agents) in any of the terms
      of the Reorganization, the Class B Shares and the other documentation
      entered into in connection therewith from that described in this Fifth
      Amendment, same shall be required to be satisfactory to the Required
      Lenders. Such satisfaction may be evidenced by (i) the written approval of
      the Required Lenders obtained after the documentation relating thereto has
      been distributed to them or (ii) if said terms and documentation are
      satisfactory to the Lead Agents and the Lenders are notified thereof, the
      Required Lenders shall be deemed satisfied therewith unless, within 10
      days after the Lenders' receipt of such notice and the relevant
      documentation, the Required Lenders have objected in writing to any of the
      terms or documentation entered into in connection with the Reorganization
      or the Class B Shares;

            (viii) the Reorganization Merger shall be consummated not later than
      March 31, 1999; and

            (ix) the Lead Agents shall have received such opinions of counsel
      (with the counsel and form and substance of said opinions to be reasonably
      satisfactory to the Lead Agents) to the extent requested by them in
      connection with the foregoing.


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As used herein, the term "Reorganization Merger Date" shall mean the date upon
which the merger of Newco with and into Starwood REIT is consummated as
described in step 2 set forth in Exhibit A.

            2. Consent to Westin Stock Issue. Notwithstanding anything to the
contrary contained in the Credit Agreement, but subject to the terms of this
Amendment, the Lenders hereby consent to the Westin Stock Issue, so long as the
conditions described below are satisfied:

            (i)   none of W&S Seattle Corp., W&S Lauderdale Corp. or W&S Denver
      Corp. shall issue more than 500 preferred shares pursuant to the Westin
      Stock Issue;

            (ii)  unless the Required Lenders otherwise agree, the preferred
      stock issued pursuant to the Westin Stock Issue shall (x) have a
      liquidation preference not to exceed $500 per share, (y) have dividends
      which accrue thereon at a rate per annum not to exceed 8.25% and (z)
      otherwise constitute Perpetual Preferred Stock (as defined in the Credit
      Agreement), except for the fact that the issuer thereof shall be the
      respective entity identified in preceding clause (i); and

            (iii) at the time of each issuance of preferred stock pursuant to
      the Westin Stock Issue, no Specified Default, and no Event of Default,
      shall be in existence.

            3. Definition of Parent Companies. (a) Effective as of the
Reorganization Merger Date, and except as otherwise expressly provided in
following clause (b), all references in the Credit Agreement to the term "Parent
Companies" or "Parent Company" shall be deemed to refer only to the Corporation
and any references in the Credit Agreement before or after the term "Parent
Companies" to items such as "their Subsidiaries", etc., shall be changed
appropriately, mutatis mutandis. Without limiting the foregoing, (i) references
in the Credit Agreement to "either or both Parent Companies", "such Parent
Company", "either Parent Company", "Each Parent Company", "each Parent Company",
"each Parent Company (or both Parent Companies)" and "the respective Parent
Company" shall in each case be deemed to refer to the Corporation, (ii)
references in the Credit Agreement to "Parent Company's" or "Parent Companies'"
shall be deemed to refer to the Corporation's, (iii) any reference in the Credit
Agreement such as "neither Parent Company has been" shall be appropriately
changed to "the Corporation has not been" and (iv) references after the term
"Parent Company" to "their Subsidiaries", "their Subsidiaries and Affiliates"
and other similar references shall be deemed to refer to "its Subsidiaries",
"its Subsidiaries and Affiliates" or other appropriate reference, as the case
may be.

            (b) Notwithstanding anything to the contrary contained in preceding
clause (a), the following references to the term "Parent Companies" or "Parent
Company" shall not be changed as otherwise required by preceding clause (a):

            (i) references to the "Parent Companies" or "Parent Company" in
      Section 5 of the Credit Agreement shall not be modified;


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            (ii)   references to the Parent Companies in Section 7.03(a) shall
      not be modified;

            (iii)  the reference to the "Parent Companies" in Section 7.14 shall
      not be modified;

            (iv)   the reference to "Parent Companies" in Section 9.03(a)(v)
      shall not be modified;

            (v)    references to "Parent Companies" in Section 9.07, in each
      case to the extent relating to periods prior to the Reorganization Merger
      Date, shall be deemed not to be changed for such prior periods;

            (vi)   the reference to "Parent Companies" in the definitions of
      "Dividend" and "GAAP" appearing in Section 11 of the Credit Agreement
      shall not be changed;

            (vii)  no modification shall be made to the definition of "Parent
      Companies" appearing in Section 11 of the Credit Agreement;

            (viii) lower case references to a "parent company" or "parent
      companies" shall not be modified (including, without limitation, those
      references thereto contained in Sections 13.04(b)(x)(i)(a) and 13.17); and

            (ix)   the term "Parent Company" and "Parent Companies" as used in
      Section 13.12 shall not be modified hereby.

            4.     Section 4.02(d); Debt Proceeds. Section 4.02(d) of the Credit
Agreement is hereby amended as follows:

            (a)    by adding at the end of the first parenthetical contained in
      Section 4.02(d), the following:

      ", Indebtedness permitted to be incurred pursuant to Section 9.04(viii),
      and Indebtedness in connection with any CMBS Transaction permitted to be
      incurred pursuant to Section 9.04(xiv), except that (x) Indebtedness
      evidenced by Permanent Senior Notes issued pursuant to Section
      9.04(viii)(B) (unless and to the extent such Permanent Senior Notes are
      issued as a result of an increase in availability as specifically
      contemplated by the last sentence of Section 9.04) and Indebtedness
      incurred pursuant to any CMBS Transaction shall not be excepted pursuant
      to this parenthetical unless and until all Tranche I Term Loans have been
      repaid in full (with the aggregate amount of Net Proceeds from issuances
      of Permanent Senior Notes and CMBS Transactions incurred on or before
      February 23, 1999 which are actually used to repay principal of Tranche I
      Term Loans then outstanding in accordance with the provisions of this
      clause (d) being herein called the "Maximum Indebtedness Scheduled Asset
      Sale Credit Amount") and (y) thereafter, Indebtedness incurred pursuant to
      CMBS Transactions shall not be excepted pursuant to this parenthetical if,
      and to the extent, the Indebtedness incurred in connection with the
      respective CMBS Transaction is permitted pursuant to Section 9.04(viii) as
      a result of an


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      increase to the $1.0 billion amount contained therein pursuant to the
      provisions of the last sentence of Section 9.04";

            and (b) by adding at the end of the second parenthetical contained
      in Section 4.02(d) the following:

      "and other than Qualified Preferred Stock permitted to be issued pursuant
      to Section 9.14(c) (unless and to the extent such Qualified Preferred
      Stock is issued as a result of an increase in availability as specifically
      contemplated by the last sentence of Section 9.04) shall not be excepted
      pursuant to this parenthetical unless and until all Tranche I Term Loans
      have been repaid in full."

            5. Section 4.02(e); Proceeds from Asset Sales. Section 4.02(e) of
the Credit Agreement is hereby amended by (x) inserting immediately after the
phrase "Scheduled Asset Disposition" the first place it appears therein the
phrase "(except that, if one or more Scheduled Asset Dispositions occurs on or
before February 23, 1999 and after proceeds of Indebtedness issued pursuant to
Section 9.04(viii)(B) and/or 9.04(xiv) and/or proceeds of Qualified Preferred
Stock issued pursuant to Section 9.04(c) have actually been used to repay
principal of outstanding Tranche I Term Loans pursuant to the requirements of
preceding Section 4.02(d) and/or the requirements of this clause (e), an
aggregate amount of Net Proceeds from such Scheduled Asset Dispositions may be
excluded from the requirements that same be applied pursuant to this Section
4.02(e) so long as the aggregate amount so excluded does not exceed the sum of
the Maximum Indebtedness Scheduled Asset Sale Credit Amount and the Maximum QPS
Scheduled Asset Sale Credit Amount)", (y) inserting immediately after the phrase
"receives cash proceeds from any sale or issuance of its equity" the phrase
"(excluding equity issued in accordance with the requirements of Section
9.14(c), except that Qualified Preferred Stock issued pursuant to Section
9.14(c) (unless and to the extent such Qualified Preferred Stock is issued as a
result of an increase in availability as specifically contemplated by the last
sentence of Section 9.04) shall not be excepted pursuant to this parenthetical
unless and until all Tranche I Term Loans have been repaid in full (with the
aggregate amount of Net Proceeds from issuances of Qualified Preferred Stock on
or before February 23, 1999 which are actually used to repay principal of
Tranche I Term Loans then outstanding accordance with the provisions of this
clause (e) or preceding Section 4.02(d) being herein called the "Maximum QPS
Scheduled Asset Sale Credit Amount"))" and (z) deleting the text thereof from
and after the first proviso thereto and inserting in lieu thereof the following
new text:

      "provided that, Net Proceeds received in respect of Asset Sales made
      pursuant to, and in accordance with the requirements of, clause (viii) of
      Section 9.02 and which otherwise would be required to be applied as
      mandatory repayments or commitment reductions hereunder shall not be
      required to be so applied and may be reinvested in assets used or to be
      used in Hotel and Gaming Businesses if the following conditions are
      satisfied:

      (1)   no Specified Default, and no Event of Default, then exists;

      (2)   the Parent Companies deliver a certificate to the Paying Agent on or
            prior to such date stating that such Net Proceeds shall be used (or
            contractually committed to be


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            used) to purchase assets used or to be used in Hotel and Gaming
            Businesses within 360 days (or earlier to the extent required to be
            so applied pursuant to the terms of any outstanding Indebtedness)
            following the date of such Asset Sale (which certificate shall set
            forth the estimates of the proceeds to be so expended);

      (3)   the amount of Net Sale Proceeds which may be reinvested (including
            the amounts of any "deemed reinvestments" pursuant to following
            clause (4)) shall not exceed (a) $600,000,000 (or $750,000,000 if,
            at the time of the respective Asset Sale and after giving effect
            thereto, either (1) the Combined Leverage Ratio is less than 4.5:1.0
            or (2) the Unsecured Debt Rating of each Parent Company (or both
            Parent Companies) shall be at least BBB- by S&P and Baa3 by Moody's)
            for Net Sale Proceeds received during the period commencing on the
            Initial Borrowing Date and ending on December 31, 1998 and (b)
            $250,000,000 (or $500,000,000 if all Tranche I Term Loans have been
            repaid in full) for Net Sale Proceeds received during any Fiscal
            Year thereafter; and, if, at the time of the respective Asset Sale
            and after giving effect thereto, either (1) the Combined Leverage
            Ratio is less than 4.5:1.0 or (2) the Unsecured Debt Rating of each
            Parent Company (or both Parent Companies) shall be at least BBB- by
            S&P and Baa3 by Moody's), then there shall be no further limitation
            on the amount of such permitted reinvestments; and

      (4)   any Asset Sale structured in the form of a "like-kind exchange" in
            accordance with Section 1031 of the Code shall be treated as the
            sale of an Asset with the Net Sale Proceeds (deemed to be an amount
            equal to the fair market value of the Assets so exchanged) therefrom
            reinvested pursuant to clause (3) of this proviso;

      provided further, that if (x) all or any portion of such Net Sale Proceeds
      not so applied pursuant to the immediately preceding proviso as a
      mandatory repayment are not so used (or contractually committed to be
      used) within the 360 day period after the date of the respective Asset
      Sale (or earlier to the extent required to be so applied pursuant to the
      terms of any outstanding Indebtedness), such remaining portion shall be
      applied on the last day of such period as provided above in this Section
      4.02(e) (without regard to the immediately preceding proviso) and (y) all
      or any portion of such Net Sale Proceeds are contractually committed to be
      used and subsequent to such date such contract is terminated or expires
      without such portion being so used, then such remaining portion shall be
      applied on the date of such termination or expiration as provided in this
      Section 4.02(e) (without regard to the immediately preceding proviso)."

            6. Section 7.13; Mortgage Loans. The second sentence of Section
7.13(b) of the Credit Agreement is hereby amended by inserting, immediately
after the last word thereof, the following:

      ", except for such waivers, modifications, alterations, satisfactions,
      cancellations or subordinations which could not reasonably be expected to
      result in a material adverse effect on the value of the affected Mortgage
      Loan."


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            7.  Section 7.15; Preferred Stock Subsidiaries. The first sentence
of Section 7.15 of the Credit Agreement is hereby amended by inserting the
phrase ", as of the Initial Borrowing Date," immediately after the phrase
"complete and accurate list" appearing in the first sentence thereof.

            8.  Section 7.28; Status as a REIT. Section 7.28 of the Credit
Agreement is hereby amended by deleting the first sentence thereof and by
inserting the following sentence in its place:

      "Starwood REIT is organized in conformity with the requirements for
      qualification as a real estate investment trust under the Code and, until
      the consummation of the Reorganization, is grandfathered from the
      application of Section 269B(a)(3) of the Code pursuant to Section
      136(c)(3) of the Deficit Reduction Act of 1984."

            9.  Section 7.31; Stock. Effective as of the Reorganization Merger
Date, Section 7.31 of the Credit Agreement shall be deemed amended and restated
in its entirety to read as follows:

      "The Corporation lists its outstanding shares of common stock (other than
      the UBS Shares, and except for similar issuances after the Initial
      Borrowing Date) on the New York Stock Exchange and such shares trade as
      "paired shares" with the Class B Shares of Starwood REIT subject to an
      amended pairing agreement between Starwood REIT and the Corporation."


            10. Section 8.01; Information Covenants. (a) Notwithstanding
anything to the contrary contained in Section 8.01(a) or (b), as the case may
be, of the Credit Agreement, to the extent financial statements are required to
be delivered pursuant to said Sections 8.01(a) and/or (b) for any fiscal quarter
or fiscal year which ends after the Reorganization Merger Date, each reference
in said Sections 8.01(a) and (b) to (x) the separate consolidated and
consolidating financial statements of each of (i) Starwood REIT and its
Subsidiaries and (ii) the Corporation and its Subsidiaries and (y) the combined
consolidated and consolidating financial statements of the Parent Companies,
shall be deemed to refer to the consolidated and consolidating balance sheets of
the Corporation and its Subsidiaries only.

            (b) Notwithstanding anything to the contrary contained in Section
8.01(d) of the Credit Agreement, any budgeted statements prepared in accordance
with the requirements of Section 8.01(d), if prepared after the Reorganization
Merger Date, shall be prepared by the Corporation on a consolidated basis,
rather than on a combined basis.

            11. Section 8.11; REIT Requirements. Section 8.11 of the Credit
Agreement is hereby amended by deleting the first sentence thereof and by
inserting the following sentence in its place:

      "Starwood REIT shall operate its business at all times so as to satisfy
      all requirements necessary to qualify as a real estate investment trust
      under Sections 856 through 860 of the Code and, until the consummation of
      the Reorganization, shall at all times maintain


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      its status as grandfathered from the application of Section 269B(a)(3) of
      the Code pursuant to Section 136(c)(3) of the Deficit Reduction Act of
      1984."

            12. Section 8.16; Margin Regulations. Section 8.16 of the Credit
Agreement is hereby amended by adding the following new sentence immediately
after the first sentence thereof:

      "Furthermore, the Borrowers shall take all actions so that at all times
      all Capital Stock of Starwood REIT owned by the Corporation or any of its
      Subsidiaries (including, without limitation, the Class A Shares to be
      issued pursuant to the Reorganization) do not constitute Margin Stock."

             13. Section 8.19; REIT and Corporation Stock. Effective as of the
Reorganization Merger Date, Section 8.19 of the Credit Agreement shall be deemed
amended and restated in its entirety to read as follows:

      "The Corporation shall maintain in good standing its listing of, or
      listing authorization for, all of its outstanding shares of Capital Stock
      on the New York Stock Exchange (other than the UBS Shares, and except for
      similar issuances after the Initial Borrowing Date) and such shares shall
      trade as "paired shares" with the Class B Shares of Starwood REIT subject
      to an amended pairing agreement between Starwood REIT and the
      Corporation."

             14. Section 9.01; Liens. (a) Section 9.01(iii) of the Credit
Agreement is amended by deleting the words "without giving effect to any
renewals, replacements and extensions of such Liens" appearing therein and by
inserting in lieu thereof the phrase "and giving effect to any renewals,
replacements and extensions of such Liens, in each case so long as the
obligations secured thereby are not increased as a result thereof and so long as
such renewals, replacements and extensions do not result in Liens applying to
any Assets which are not already subject to the Liens securing the respective
obligations being renewed, replaced or extended."

             (b) Section 9.01 of the Credit Agreement is hereby further amended
by (i) deleting the word "and" appearing at the end of clause (xiv) thereof,
(ii) deleting the period at the end of clause (xv) thereof and inserting in lieu
thereof a semi-colon and (iii) adding new clauses (xvi) and (xvii) at the end of
Section 9.01 as follows:

      "(xvi) Liens on Assets of any Borrower or any Subsidiary of any Borrower
      (other than Assets constituting Collateral) securing CMBS Transactions
      permitted under Section 9.04(xiv); and

       (xvii) Liens on cash or Cash Equivalents (with the amount of cash and
       Cash Equivalents at any time subject to Liens pursuant to this clause
       (xvii) not to exceed the lesser of (x) $135,000,000 and (y) remainder of
       $1,135,000,000 less the amount of all payments theretofore made pursuant
       to Section 9.03(a)(iv) in connection with the Existing Forward Equity
       Transaction entered into with the holder of and in connection with the
       UBS Shares)."


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             15. Section 9.02; Consolidation, Merger, Etc. (a) Notwithstanding
anything to the contrary contained in the Credit Agreement, the Lenders hereby
waive the restrictions contained in Section 9.02 with respect to the
Reorganization, so long as same is consummated in accordance with the
requirements of Section 1 of Part I of the Fifth Amendment.

             (b) Section 9.02(viii) of the Credit Agreement is amended by (1)
deleting the words "as provided in" appearing in clause (z) immediately before
the words "Section 4.02(e)" and replacing the same with "if and to the extent
required by the provisions of", (2) placing a period after the first appearance
of the reference to "Section 4.02(e)" and (3) deleting the entire subsection
from and after such period and replacing the same with the following sentence:

      "Notwithstanding anything to the contrary contained in clause (y) of the
      immediately preceding sentence, any Asset Sale permitted pursuant to this
      clause (viii) may be structured in the form of a "like-kind exchange" in
      accordance with Section 1031 of the Code, in each case so long as the fair
      market value of the Assets so exchanged would not, when added to the
      amount of Net Sale Proceeds in respect of Asset Sales received during the
      respective Fiscal Year which are to be reinvested pursuant to clause (3)
      of the first proviso to Section 4.02(e), exceed the respective amounts for
      such Fiscal Year specified in said clause (3) of the first proviso to
      Section 4.02(e) hereof."

             16. Section 9.03; Restricted Payments. (a) Section 9.03(a)(ii) of
the Credit Agreement is hereby amended by (x) inserting, immediately after the
phrase "qualifies as a "real estate investment trust" under the Code," appearing
therein the phrase "(A) until the occurrence of the Reorganization Merger Date,"
and (y) inserting the following new text immediately at the end thereof:

      "and (B) at all times from and after the Reorganization Merger Date, (a)
      Starwood REIT may pay regularly accruing dividends on any Qualified
      Preferred Stock issued by it in accordance with the provisions of Section
      9.14(c) so long as such Qualified Preferred Stock bears dividends
      consistent with then prevailing market conditions (as determined in good
      faith by Starwood REIT) at the time of the issuance of the respective
      Qualified Preferred Stock), (b) Starwood REIT may pay Dividends to the
      Corporation or any Wholly-Owned Subsidiary thereof and (c) during any
      period of twelve consecutive calendar months ending after the
      Reorganization Merger Date (but excluding that portion of any such twelve
      month period which occurs prior to the Reorganization Merger Date),
      Starwood REIT may pay cash dividends to its shareholders (excluding (x)
      the Corporation and any Wholly-Owned Subsidiary thereof and (y) dividends
      paid by Starwood REIT on any Qualified Preferred Stock) for such period in
      an aggregate amount not to exceed the lesser of (A) $150,000,000 (with the
      dollar amount otherwise provided in this clause (A) to be increased, but
      only for periods ended after the date of the respective increase, on each
      anniversary of the Reorganization Merger Date by an amount equal to 20% of
      the dollar amount as permitted pursuant to this clause (A) as same was in
      effect immediately before such increase and (B) 15% of Adjusted Funds From
      Operations for such period."


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             (b) Subsection 9.03(a)(iv) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

      "(iv) so long as (x) no Specified Default, and no Event of Default, then
      exists or would result therefrom and (y) Starwood REIT qualifies as a
      "real estate investment trust" under the Code, Starwood REIT and/or the
      Corporation shall be permitted to repurchase shares of their own common
      stock and may make payments (excluding the delivery of cash or Cash
      Equivalents pursuant to Section 9.01(xvii) unless and until such cash or
      Cash Equivalents are actually used to satisfy obligations pursuant to the
      respective Existing Forward Equity Transaction) in respect of one or more
      Forward Equity Transactions, in an aggregate amount for all purchases and
      payments pursuant to this clause (iv) not to exceed $1,135,000,000
      (reduced by the amount of cash and Cash Equivalents from time to time
      subject to Liens securing any Forward Equity Transaction)."

            (c) Effective as of the Reorganization Merger Date, clause (vi) of
Section 9.03(a) shall be deleted, with any amounts theretofore used to
repurchase UBS Shares as provided in said Section 9.03(a)(vi) prior to the
Reorganization Merger Date to thereafter be deemed to have been expended
pursuant to clause (iv) of Section 9.03(a).

             17. Section 9.04; Indebtedness. (a) Section 9.04(viii) is hereby
amended and restated in its entirety to read as follows:

      "(viii) (A) the Corporation shall be permitted to issue Senior Secured
      Bridge Notes on the Initial Borrowing Date as required by Section 5.06(a)
      (with the Senior Secured Bridge Note Documents to be in the form provided
      pursuant to Section 5.06(b) on or prior to the Initial Borrowing Date) and
      shall be permitted from time to time to issue (but not to any Borrower or
      Affiliate thereof) Permanent Senior Notes for cash; provided that (w) all
      of the terms and conditions of the Permanent Senior Notes (including,
      without limitation, amortization, maturities, interest rates, covenants,
      defaults, remedies, guaranties, sinking fund provisions and other terms)
      shall be reasonably satisfactory to the Lead Agents, (x) at the option of
      the Corporation, Permanent Senior Notes may be issued as Permanent Senior
      Secured Notes and, in such event, may be secured to the extent provided in
      the Pledge and Security Agreement, (y) all Net Proceeds (determined
      without giving effect to the proviso to the definition of Net Proceeds
      contained herein) from any issuance of Permanent Senior Notes under this
      clause (viii)(A) or clause (viii)(B) below shall be applied first to repay
      the outstanding Senior Secured Bridge Notes until all such Senior Secured
      Bridge Notes are repaid in full (except to the extent such Net Proceeds
      are otherwise required to be applied to the Tranche I Term Loans pursuant
      to Section 4.02 (d)), and any remaining Net Proceeds shall be used for
      general corporate purposes of the Corporation otherwise permitted under
      the terms of this Agreement, and (z) in no event shall the aggregate
      principal amount of Indebtedness at any time outstanding pursuant to this
      clause (viii)(A) exceed $2.5 billion; and

      (B) in addition to the Indebtedness permitted to be incurred under clause
      (viii)(A) above, the Corporation shall be permitted to issue (but not to
      any Borrower or Affiliate thereof) additional Senior Secured Bridge Notes
      from time to time and at any time (with


                                      -11-
<PAGE>   12
      amendments to the Senior Secured Bridge Note Documents to effect any such
      increase to be in form and substance reasonably satisfactory to the Lead
      Agents) and shall be permitted from time to time to issue (but not to any
      Borrower or Affiliate thereof) Permanent Senior Notes (in addition to
      those issued pursuant to clause (viii)(A) above) for cash; provided that
      (w) no Specified Default, and no Event of Default, shall exist at the time
      of any issuance of Indebtedness pursuant to this clause (viii)(B) or
      immediately after giving effect thereto, (x) all of the terms and
      conditions of the additional Permanent Senior Notes (including, without
      limitation, amortization, maturities, interest rates, covenants, defaults,
      remedies, guaranties, sinking fund provisions and other terms) shall be
      reasonably satisfactory to the Lead Agents, (y) at the option of the
      Corporation, such additional Permanent Senior Notes may be issued as
      Permanent Senior Secured Notes and, in such event, may be secured to the
      extent provided in the Pledge and Security Agreement, and (z) in no event
      shall the aggregate principal amount of Indebtedness at any time
      outstanding pursuant to this clause (viii)(B), together with the aggregate
      principal amount of all Indebtedness outstanding pursuant to Section
      9.04(xiv) and the aggregate liquidation preference of all Qualified
      Preferred Stock then outstanding pursuant to Section 9.14(c), exceed $1.0
      billion."

            (b) Section 9.04 is hereby further amended by (x) deleting the word
"and" appearing at the end of clause (xii) thereof, (y) changing the period at
the end of clause (xii) thereof to "; and" and (z) inserting, immediately after
clause (xiii) of Section 9.04, the following new clause (xiv):

      "(xiv) in addition to all other permitted Indebtedness described in
      clauses (i) through (xiii) of this Section 9.04, either Starwood REIT, the
      Corporation or any of their respective Subsidiaries or Affiliates shall be
      permitted to enter into one or more collateralized mortgage backed
      securities transactions (each a "CMBS Transaction"); provided that (x) no
      Specified Default, and no Event of Default, shall exist at the time of the
      consummation of any CMBS Transaction or immediately after giving effect
      thereto, (y) all of the terms and conditions of each CMBS Transaction
      (including, without limitation, amortization, maturities, interest rates,
      covenants, defaults, remedies, guaranties, sinking fund provisions,
      security and other terms) shall be reasonably satisfactory to the Lead
      Agents and (z) in no event shall the aggregate principal amount of
      Indebtedness at any time outstanding pursuant to this clause (xiv),
      together with the aggregate principal amount of all Indebtedness then
      outstanding pursuant to Section 9.04(viii)(B) and the aggregate
      liquidation preference of all Qualified Preferred Stock then outstanding
      pursuant to Section 9.14(c), exceed $1.0 billion."

            (c) Section 9.04 is hereby further modified and amended by adding
the following new sentence at the end thereof:

      "Notwithstanding the provisions of Section 9.04(viii)(B) and Section
      9.04(xiv) above, if and to the extent that the aggregate amount of New
      Commitments actually obtained pursuant to the Fourth Amendment after the
      effective date thereof are less than $500,000,000 and either the
      Corporation or Starwood REIT have no further right under the Fourth
      Amendment to obtain New Commitments or the Corporation and Starwood


                                      -12-
<PAGE>   13
      REIT shall have irrevocably waived in writing (delivered to the Lead
      Agents, and in form and substance reasonably satisfactory to the Lead
      Agents) such right to obtain New Commitments, the amount "$1.0 billion"
      appearing in Section 9.04(viii)(B), Section 9.04(xiv) and 9.14(c) shall,
      in each instance in which the same appears, be increased by an amount
      equal to the difference between $500,000,000 and the aggregate amount of
      New Commitments actually obtained pursuant to the Fourth Amendment after
      the effective date thereof, if any (it being understood and agreed that,
      at the time of any incurrence of Indebtedness or issuance of Qualified
      Preferred Stock pursuant to any of Sections 9.04(viii)(B), Section
      9.04(xiv) and/or 9.14(c), if there is basket availability under the
      relevant such Section in the absence of the provisions of this sentence,
      and if there is also availability pursuant to this sentence, the Borrower
      shall, at its option, determine whether or not the respective incurrence
      of Indebtedness or issuance of Qualified Preferred Stock has been made as
      a result of an increase to the respective such basket pursuant to this
      sentence, including for purposes of Sections 4.02(d) and 4.02(e))."

            18. Section 9.06; Transactions with Affiliates. Section 9.06 of the
Credit Agreement is hereby amended by (x) deleting the word "and" appearing at
the end of clause (v) thereof, (y) deleting the period appearing at the end of
clause (vi) thereof and inserting "; and" in lieu thereof and (z) inserting the
following new clause (vii) immediately after clause (vi) thereof:

      "(vii) in connection with the Reorganization, and in accordance with the
      requirements of Section 1 of Part I of the Fifth Amendment, the lessees'
      interests under the Operating Leases (in each case so long as the lessee
      is a Subsidiary of the Corporation) may be transferred from the current
      lessees to the Corporation."

            19. Section 9.07; Capital Expenditures. Section 9.07(c) of the
Credit Agreement is hereby amended by (i) deleting the remainder of the Section
beginning with clause (y) thereof and replacing such portion of said Section
with the following:

      "(y) for Fiscal Year 1999, $900,000,000 and for any Fiscal Year
      thereafter, $400,000,000; provided that, to the extent that the amount of
      Capital Expenditures made by the Parent Companies and their Subsidiaries
      pursuant to preceding clause (x) during the period specified therein is
      greater than $700,000,000, then the amount of such excess, but not to
      exceed $200,000,000, shall be permitted, but the amount of such excess
      shall reduce the amount available for Capital Expenditures for Fiscal Year
      1999 as set forth above."

      and (ii) inserting the following new clause (f) immediately at the end
      thereof:

      "(f) Notwithstanding anything to the contrary contained above in this
      Section 9.07, the maximum amount of Capital Expenditures (which in any
      event must justified pursuant to the preceding provisions of this Section
      9.07) in any Fiscal Year in respect of new construction (for this purpose,
      including as new construction any Hotels which are, or have been, entirely
      closed for renovation) shall not exceed $350,000,000."


                                      -13-
<PAGE>   14
            20. Section 9.09; Maximum Combined Leverage Ratio. The periods and
ratios set forth in Section 9.09 of the Credit Agreement are amended and
restated in their entirety to read as follows:


                                      -14-
<PAGE>   15
                   Period                                             Ratio
                   ------                                             -----

From and including the Initial Borrowing                            6.50:1.00
Date to and including September 30, 1998

From and including October 1, 1998 to and                           5.75:1.00
including March 31, 1999

April 1, 1999 to and including September 30, 1999                   5.50:1.00


October 1, 1999 to and including March 31, 2000                     5.00:1.00


April 1, 2000 to and including September 30, 2000                   4.75:1.00


October 1, 2000 to and including March 31, 2001                     4.50:1.00


April 1, 2001 to and including September 30, 2001                   4.25:1.00


October 1, 2001 and thereafter                                      4.00:1.00

            21. Section 9.12; Limitations on Voluntary Payments and
Modifications of Indebtedness; Modification of Certificate of Incorporation and
Certain Other Agreements. Section 9.12 of the Credit Agreement is hereby amended
by deleting, in the parenthetical appearing in clause (iii) thereof which
immediately precedes the proviso thereto, the phrase "proceeds of Permanent
Senior Notes" and inserting in lieu thereof the following:

            "proceeds (x) of Permanent Senior Notes issued pursuant to Section
9.04(viii)(A) and, in each case except to the extent the Net Proceeds thereof
are required to be used to repay outstanding Tranche I Term Loans in accordance
with the relevant requirements of Sections 4.02(d) and (e), with the proceeds of
Permanent Senior Notes issued pursuant to Section 9.04(viii)(B), CMBS
Transactions entered into in accordance with the requirements of Section
9.04(xiv) and Qualified Preferred Stock issued pursuant to Section 9.14(c) and
(y) Scheduled Asset Dispositions which are effected on or before February 23,
1999 and are not required to be applied pursuant to Section 4.02(d), but only to
the extent the amount so applied to repay Senior Secured Bridge Notes does not
exceed the sum of the Maximum Indebtedness Scheduled Asset Sale Credit Amount
and the Maximum QPS Scheduled Asset Sale Credit Amount."

            Furthermore, and notwithstanding anything to the contrary contained
in the Credit Agreement, the Lenders hereby waive the restrictions contained in
Section 9.12 to the extent same would prohibit (a) Starwood REIT and the
Corporation from amending their "pairing agreement" and Starwood REIT, the
Corporation, SLT RLP, SLC OLP and their respective Subsidiaries from amending
their respective organizational documents in order to consummate the
Reorganization, and (b) the Westin Stock Issue from occurring. Furthermore, the
Lenders hereby acknowledge and agree that, notwithstanding the restrictions
contained in Section 9.12, (x) the Senior Secured Bridge Notes Documents may be
amended or modified to loosen certain covenants contained therein, in each case
to adopt changes consistent with those contained


                                      -15-
<PAGE>   16
through and including the Fifth Amendment to the Credit Agreement and (y)
modifications to the Senior Secured Bridge Note Documents may be made to effect
an increase in the outstanding principal amount thereof, in each case as
specifically contemplated by Section 9.04(viii)(B).

            22. Section 9.13; Limitations on Certain Restrictions on
Subsidiaries. Section 9.13 of the Credit Agreement is hereby amended by deleting
the word "and" immediately preceding clause (xi) thereof and by adding the
following new text immediately at the end thereof:

      ", (xii) the Class A Exchangeable Preferred Shares and the Class B
      Exchangeable Preferred Shares of Starwood REIT outstanding prior to the
      Initial Borrowing Date may remain outstanding, and any additional shares
      of preferred stock issued as contemplated by Section 9.14(c) may be issued
      and remain outstanding, and any classes of preferred stock so issued or
      outstanding may contain provisions requiring that accrued dividends
      thereon be paid before distributions are made in respect of common shares
      and (xiii) the Class B Shares of Starwood REIT may be issued in connection
      with the Reorganization and may contain provisions requiring that
      dividends thereon be paid on a pari passu basis with dividends to be paid
      on the Class A Shares of Starwood REIT."

            23. Section 9.14; Limitations on Issuance of Capital Stock. Section
9.14 of the Credit Agreement is hereby amended by adding the following new
clause (c) immediately after clause (b) thereof:

      "(c) Notwithstanding anything to the contrary contained in preceding
      clauses (a) and (b), (i) Starwood REIT may issue Class B Shares (x) as
      merger consideration in connection with the Reorganization, in each case
      in accordance with the requirements of Section 1 of Part I of the Fifth
      Amendment, (y) after the Reorganization Merger Date, as "paired shares"
      with common shares of the Corporation issued after the Reorganization
      Merger Date and (z) to the extent permitted by the terms of theretofore
      outstanding Class B Shares, as payment-in-kind dividends on theretofore
      outstanding Class B Shares, in each case so long as any issuance of Class
      B Shares otherwise permitted by this Section 9.14(c) does not result in a
      Change of Control pursuant to the definition thereof contained herein,
      (ii) in connection with the Reorganization, Starwood REIT may issue up to
      100 additional Class A Exchangeable Preferred Shares, (iii) the Westin
      Stock Issue may be consummated in accordance with the provisions of
      Section 2 of Part I of the Fifth Amendment, (iv) Starwood REIT and/or the
      Corporation shall be permitted to issue Qualified Preferred Stock pursuant
      to this Section 9.14(c) so long as (x) no Specified Default, and no Event
      of Default, exists at the time of, or immediately after giving effect to,
      any issuance of Qualified Preferred Stock pursuant to this Section 9.14(c)
      and (y) the aggregate liquidation preference thereof at no time
      outstanding exceeds, when added to the aggregate principal amount of
      Indebtedness then outstanding pursuant to Sections 9.04(viii)(B) and
      9.04(xiv), $1.0 billion (subject to increase as provided in the last
      sentence of Section 9.04) and (v) to the extent that the Corporation
      issues any common shares after the Reorganization Merger Date, such common
      shares shall be issued as "paired shares" with Class B Shares of Starwood
      REIT after the Reorganization Merger Date."


                                      -16-
<PAGE>   17
            24. Section 9.23; Unencumbered EBITDA Ratio. Section 9 of the Credit
Agreement is hereby further amended by adding the following new Section 9.23
immediately at the end thereof:

      "9.23 Unencumbered EBITDA Ratio. The Borrowers will not permit the ratio
      of Combined EBITDA to Encumbered EBITDA for any test period ending after
      the Fifth Amendment Effective Date to be less then 4.00:1.00."

            25. Section 10.11; REIT Status. Effective as of the Reorganization
Merger Date, Section 10.11 of the Credit Agreement is amended by deleting all
language after the words "of the Code" appearing in the second line thereof.

            26. Section 11; Definitions. The following definitions in Section 11
of the Credit Agreement are amended as set forth below:

            (a) Applicable Asset Sale Percentage. The definition of "Applicable
      Asset Sale Percentage" shall be amended by amending and restating the
      second proviso to read as follows:

            "provided further, that if at any time after all Tranche I Term
            Loans have been repaid in full and (A) either (1) the Combined
            Leverage Ratio is less than 4.5:1.0 or (2) the Unsecured Debt Rating
            of each Parent Company (or both Parent Companies) shall be at least
            BBB- by S&P and Baa3 by Moody's, and (B) no Specified Default, and
            no Event of Default, then exists, then the Applicable Asset Sale
            Percentage shall be reduced to zero for so long as the conditions
            specified in preceding clauses (A) and (B) continue to be
            satisfied."

            (b) Applicable Debt Percentage. The definition of "Applicable Debt
      Percentage" shall be modified and amended by deleting the ratio "4.0:1.0"
      appearing therein and replacing the same with "4.5:1.0."

            (c) Asset Sale. The definition of "Asset Sale" is amended by
      deleting the amount "$500,000" in the last line thereof and by inserting
      the amount "$5,000,000" in lieu thereof.

            (d) Change of Control. The definition of "Change of Control" is
      hereby amended by (x) deleting the word "or" appearing immediately before
      clause (iv) thereof and by inserting a comma in lieu thereof and (y)
      inserting the following new text immediately after the last word thereof:

            "or (v) after the Reorganization Merger Date, at any time either (x)
            Starwood REIT shall not for any reason be a Subsidiary of the
            Corporation or (y) the Corporation shall at any time cease to
            directly own 100% of the Capital Stock of Starwood REIT (other than
            the Class A Exchangeable Preferred Shares and Class B Exchangeable
            Preferred Shares outstanding on the Initial Borrowing Date and any
            other shares of Starwood REIT issued thereafter pursuant to the
            express provisions of Section 9.14(c), in each case so long as the
            issued and outstanding


                                      -17-
<PAGE>   18
            Class B Shares of Starwood REIT held by persons other than the
            Corporation or Wholly-Owned Subsidiaries thereof at no time
            represent more than 49% of the aggregate economic interests (as
            determined by the Corporation in good faith on a reasonable basis)
            represented by all outstanding equity interests in Starwood REIT
            (exclusive of the outstanding Class A Exchangeable Preferred Shares
            and Class B Exchangeable Preferred Shares)).

            (e) Combined Adjusted Charges. The definition of "Combined Adjusted
      Charges" is hereby amended by (i) inserting, immediately before clause (x)
      thereof, the following new clause (w):

            "(w) the aggregate amount of cash taxes paid by the Parent Companies
            and their Subsidiaries (on a combined consolidated basis) during
            such period,"

      (ii) in clause (y) thereof, inserting the phrase "(other than to the
      Corporation or any Wholly-Owned Subsidiary thereof)" immediately after the
      phrase "paid by Starwood REIT" appearing therein and (iii) for all periods
      from and after the Reorganization Merger Date, changing the phrase
      "combined total revenues" appearing therein to "consolidated total
      revenues."

            (f) Combined Adjusted Charges; Combined Current Assets; Combined
      Current Liabilities; Combined Indebtedness; Combined Interest Expense;
      Combined Net Income; Combined Shareholders' Equity; Excess Cash Flow. Each
      of the definitions of "Combined Adjusted Charges", "Combined Current
      Assets", "Combined Current Liabilities", "Combined Indebtedness",
      "Combined Interest Expense", "Combined Net Income", "Combined
      Shareholders' Equity" and "Excess Cash Flow" appearing in Section 11 of
      the Credit Agreement are hereby amended, but only for all periods
      occurring after the Reorganization Merger Date, by changing the term
      "combined consolidated" in each place it appears therein to
      "consolidated."

            (g) Combined EBITDA. Effective from and after the first Test Date
      occurring after the Fifth Amendment Effective Date, the definition of
      "Combined EBITDA" is hereby amended by deleting the amount "$1.651
      billion" appearing therein and by inserting in lieu thereof the amount
      "$1.608 billion."

            (h) Combined Indebtedness. The definition of "Combined Indebtedness"
      is hereby amended by adding the following new sentence immediately at the
      end thereof:

            "Notwithstanding anything to the contrary contained above, to the
            extent not already reflected therein, the maximum amount of
            Indebtedness at any time outstanding as described in the last
            sentence of the definition of Indebtedness contained herein shall be
            added to, and form part of, Combined Indebtedness (regardless of any
            contrary treatment under GAAP)."

            (i) Combined Net Income. The definition of "Combined Net Income" is
hereby amended by adding the following new sentence at the end thereof:


                                      -18-
<PAGE>   19
            "Notwithstanding anything to the contrary in clause (ii) of the
            immediately preceding sentence, for periods from and after the
            Reorganization Merger Date, and so long as no Change of Control
            pursuant to clause (v) of the definition thereof contained herein
            has occurred, Starwood REIT shall be treated as a Wholly-Owned
            Subsidiary of the Corporation for purposes of clause (ii) of the
            immediate preceding sentence.

            (j) Combined Shareholders' Equity. The definition of "Combined
Shareholders' Equity" is hereby amended by adding the following new sentence
immediately at the end thereof:

            "Notwithstanding anything to the contrary contained above, if
      Combined Shareholders' Equity is being determined at any time after the
      Initial Borrowing Date, then to the extent said Combined Shareholders'
      Equity (as determined in accordance with GAAP and before giving effect to
      this sentence) has been reduced by (x) cash amounts used by Starwood REIT
      and/or the Corporation after the Fifth Amendment Effective Date to
      repurchase shares of their own common stock pursuant to Section
      9.03(a)(iv) of the Credit Agreement, the aggregate amount of such
      reductions (but in no event to exceed $1.0 billion) shall be added back to
      Combined Shareholders' Equity for purposes of this Agreement and/or (y)
      any "restructuring charges" in respect of deferred tax liabilities
      actually incurred by the Parent Companies after the Initial Borrowing Date
      in connection with the Restructuring, such amounts (not to exceed
      $800,000,000 in the aggregate) shall be added back to Combined
      Shareholders' Equity for purposes of this Agreement.

            (k) Credit Party Subsidiary. For all periods occurring after the
      Reorganization Merger Date, the definition of "Credit Party Subsidiary"
      contained in Section 11 of the Credit Agreement is hereby amended by
      deleting the phrase ", or which would be a Subsidiary of the Parent
      Companies if same were a single entity" appearing therein.

            (l) Dividend. The definition of "Dividend" is hereby amended by (x)
      inserting "(i)" immediately after the words "shall also include" appearing
      in the last sentence thereof, (y) inserting the phrase "or in common stock
      of the Corporation" immediately after the phrase "the Parent Companies"
      appearing in the last sentence thereof and (z) inserting the following
      phrase at the end of the last sentence thereof:

            "and (ii) all payments (other than payments made in "paired shares"
            of the Parent Companies or common stock of the Corporation) made at
            any time in respect of any Forward Equity Transactions."

            (m) Excess Cash Flow. The definition of "Excess Cash Flow" is hereby
      amended and restated in its entirety as follows:

            "Excess Cash Flow" shall mean, for any period, the remainder of (i)
            Combined EBITDA for such period less (ii) the sum of (a) the amount
            of Capital Expenditures (but excluding Capital Expenditures (x)
            financed with proceeds of Indebtedness or equity or reinvestments of
            Asset Sale proceeds or (y) made


                                      -19-
<PAGE>   20
            pursuant to Section 9.07(d) or (e)) made by the Parent Companies and
            their Subsidiaries on a combined consolidated basis during such
            period in accordance with Section 9.07, (b) the amount of cash
            Dividends paid by Starwood REIT pursuant to Section 9.03(a)(ii) (but
            not to the Corporation or any of its Subsidiaries) during such
            period, (c) cash payments of taxes actually made by the Parent
            Companies and their Subsidiaries on a combined consolidated basis
            during such period and (d) that portion of Combined Interest Expense
            for such period which is actually paid in cash."

            (n) GAAP. The definition of "GAAP" is hereby amended by adding the
      following phrase immediately at the end thereof: ", it being understood
      that, from and after the Reorganization Merger Date, principles consistent
      with the foregoing shall be used in preparing consolidated financial
      statements (rather than combined consolidated financial statements) of the
      Corporation and its Subsidiaries."

            (o) Indebtedness. The definition of "Indebtedness" is hereby amended
      by adding the following new sentence immediately at the end thereof:

            "Notwithstanding anything to the contrary contained above, all
            Forward Equity Transactions shall be deemed to constitute
            Indebtedness for purposes of this Agreement, with the amount of such
            Indebtedness at any time outstanding to be equal to the maximum
            amount of cash and/or fair market value of property which would be
            required to be delivered by the Parent Companies and their
            Subsidiaries at such time to satisfy in full their obligations under
            the respective Forward Equity Transactions; provided that the
            Existing Forward Equity Transactions shall not constitute
            Indebtedness as a result of the provisions of this sentence unless
            (x) the obligations of the Parent Companies and their Subsidiaries
            are increased after the Fifth Amendment Effective Date or (y) such
            agreements are extended beyond, or in effect after, June 30, 1999."

            (p) Net Sale Proceeds. The definition of "Net Sale Proceeds" is
      hereby amended by inserting the phrase "(other than the Corporation and
      its Subsidiaries)" immediately after the phrase "Dividends to its
      shareholders" appearing in clause (c) thereof.

            (q) Non-Recourse Indebtedness. The last sentence of the definition
      of "Non-Recourse Indebtedness" is amended and restated in its entirety to
      read as follows:

             "For purposes of Section 9.04(iv), the Corporation and its
             Subsidiaries may not incur in excess of $150,000,000, in the
             aggregate, of Non-Recourse Indebtedness with Final Stated
             Maturities occurring on or prior to the Final Maturity Date."

            (r) Operating Lease. The definition of "Operating Lease" is modified
      by inserting the following language in the second line after the term
      "Starwood REIT":

             "or an owner of a Hotel unrelated to the Parent Companies,."


                                      -20-
<PAGE>   21
            (s) Permitted Refinancing Indebtedness. The definition of "Permitted
      Refinancing Indebtedness" is modified by inserting the following language
      after the word "Subsidiary" in the seventh line thereof:

            "or Indebtedness constituting New Debt (as defined in the Fourth
            Amendment) (or previous refinancings thereof constituting Permitted
            Refinancing Indebtedness)."

            (t) Qualified Preferred Stock. The definition of "Qualified
      Preferred Stock" is amended by adding the following new sentence
      immediately at the end thereof:

            "Notwithstanding anything to the contrary contained above, up to
            $500,000,000 aggregate liquidation preference of preferred stock (x)
            issued by Starwood REIT and/or (y) which has a mandatory put,
            redemption, repayment, sinking fund or other similar provision
            occurring before February 23, 2005, but not before August 23, 2003,
            may be issued so long as same meets all of the criteria set forth in
            the immediately preceding sentence for Qualified Preferred Stock
            except as otherwise expressly permitted pursuant to this sentence."

            (u) Subsidiary. The definition of "Subsidiary" appearing in Section
      11 of the Credit Agreement shall be modified, for all periods after the
      Reorganization Merger Date, by deleting the second sentence thereof in its
      entirety.

            27. Additional Definitions. Section 11.01 of the Credit Agreement is
hereby amended by inserting the following new definitions in appropriate
alphabetical order therein:

      "Class A Shares" shall mean the Class A Shares of Starwood REIT resulting
      from the Reorganization.

      "Class B Shares" shall mean the Class B Shares of Starwood REIT to be
      issued in connection with the Reorganization in accordance with the
      relevant requirements of the Fifth Amendment, which shares shall in any
      event and in all cases provide that same shall, at the option of the
      Corporation at any time when one or more material Events of Default
      (pursuant to the Credit Agreement or certain other material Indebtedness)
      have continued in existence beyond certain cure periods to be determined,
      be mandatorily exchangeable for common stock of the Corporation.

      "CMBS Transaction" shall have the meaning provided in Section 9.04(xiv).

      "Encumbered EBITDA" for any period, shall mean all amounts included in
      Combined EBITDA for such period to the extent such amounts were generated
      from Assets (including without limitation Hotels, or any Hotel and Gaming
      Business) which is subject to any Lien securing Indebtedness which is then
      outstanding (exclusive of Indebtedness secured only pursuant to the Pledge
      and Security Agreement).

      "Existing Forward Equity Transactions" shall mean the Forward Equity
      Transactions described in the last sentence of the definition thereof
      contained herein.


                                      -21-
<PAGE>   22
      "Fifth Amendment Effective Date" shall mean the date upon which the Fifth
      Amendment becomes effective in accordance with its terms.

      "Fifth Amendment" shall mean the Fifth Amendment to this Agreement dated
      as of August 26, 1998.

      "Forward Equity Transactions" shall mean any arrangement or agreement by
      either Parent Company or any of their Subsidiaries involving any forward
      equity sale, including, without limitation, any agreement pursuant to
      which funds are advanced to either Parent Company or any Subsidiary
      thereof and pursuant to which any Parent Company or any Subsidiary thereof
      is contractually obligated (or permitted) to, at a future date or dates,
      issue Capital Stock to satisfy its obligations under such agreement
      (whether or not said obligation may be satisfied through the delivery of
      cash in lieu of such Capital Stock). It is understood and agreed that the
      agreements in place on the Fifth Amendment Effective Date with (x) Union
      Bank of Switzerland, London Branch, in respect of the placement of the UBS
      Shares on October 15, 1997 and such additional shares as may be required
      from time to time, and (y) Merrill Lynch International, Lehman Brothers
      Inc. and NMS Services, Inc. (and affiliates thereof) for the issuance of
      an aggregate of 4,641,000 Paired Shares on February 24, 1998 and such
      additional shares as may be required from time to time, in each case
      constitute Forward Equity Transactions.

      "Maximum Indebtedness Scheduled Asset Sale Credit Amount" shall have the
      meaning provided in Section 4.02(d).

      "Maximum QPS Scheduled Asset Sale Credit Amount" shall have the meaning
      provided in Section 4.02(e).

      "Reorganization Merger Date" shall mean the date upon which the merger of
      Newco into Starwood REIT occurs pursuant to the Reorganization.

      "Reorganization" shall mean the proposed reorganization transaction
      described in the recitals to the Fifth Amendment.

      "Westin Stock Issue" shall have the meaning provided in the recitals to
      the Fifth Amendment.

      II.   Confirmation and Agreement of Credit Parties.

            Each Credit Party, by its signature below, hereby confirms and
agrees that (x) the identity of the Borrowers and their obligations pursuant to
the Credit Agreement and the Credit Documents shall remain in full force and
effect after giving effect to this Fifth Amendment (and such obligations shall
be unaffected thereby, except to the extent specific provisions of the Credit
Agreement are waived or amended in accordance with the terms of this Fifth
Amendment), (y) 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 Fifth Amendment (including, without
limitation, after giving effect to the Reorganization) and (z) the Pledge and
Security Agreement shall remain in full force and effect as security for all
obligations


                                      -22-
<PAGE>   23
under the Credit Agreement, as modified and amended by this Fifth Amendment
(including, without limitation, after giving effect to the Reorganization) 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. As specified herein, certain of the
modifications effected hereby shall only be effective upon the Reorganization
Merger Date.

            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 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 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.

            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
August 26, 1998, a cash fee in an amount equal to 25 basis points (0.25%) 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
later date specified in the immediately preceding sentence.

            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.

            G.    No Default or Event of Default exists as of the Amendment
      Effective Date, both before and after giving effect to this Amendment; and

            H. All of the representations and warranties contained in the Credit
      Agreement and the other Credit Documents are true and correct in all
      material respects as of the Amendment Effective Date, both before and
      after giving effect to this Amendment,


                                      -23-
<PAGE>   24
      with the same effect as though such representations and warranties had
      been made on and as of the Amendment Effective Date (it being understood
      that any representation or warranty made as of a specific date shall be
      true and correct in all material respects as of such specific date).




                            [SIGNATURE PAGES FOLLOW]


                                      -24-
<PAGE>   25
            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,
                               a Maryland real estate investment trust


                           By: /s/ BARRY S. STERNLICHT              
                              -------------------------------------
                              Name: BARRY S. STERNLICHT                        
                              Title: CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                           STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a
                           Maryland corporation


                           By: /s/ RONALD C. BROWN                 
                              ------------------------------------
                              Name: RONALD C. BROWN
                              Title: EXECUTIVE VICE PRESIDENT AND
                                     CHIEF FINANCIAL OFFICER

                           SLT REALTY LIMITED PARTNERSHIP,
                              a Delaware limited partnership

                           By: Starwood Hotels & Resorts, a Maryland real
                               estate investment trust, its general partner


                           By: /s/ BARRY S. STERNLICHT              
                              -------------------------------------
                              Name: BARRY S. STERNLICHT                        
                              Title: CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                           ITT CORPORATION,
                             a Nevada corporation


                           By: /s/ RONALD C. BROWN                 
                              ------------------------------------
                              Name: RONALD C. BROWN
                              Title: EXECUTIVE VICE PRESIDENT AND
                                     CHIEF FINANCIAL OFFICER


                                      -25-
<PAGE>   26
                           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:  /s/ Barry S. Sternlicht
                                ----------------------------------------------
                                Name:  Barry S. Sternlicht
                                Title: Chairman and Chief Executive Officer

                           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:  /s/ Barry S. Sternlicht
                                -----------------------------------------------
                                Name:  Barry S. Sternlicht
                                Title: Chairman and Chief Executive Officer

                           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:  /s/ Barry S. Sternlicht
                                ----------------------------------------------
                                Name:  Barry S. Sternlicht
                                Title: Chairman and Chief Executive Officer
 

                                      -26-
<PAGE>   27
                           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: /s/ BARRY S. STERNLICHT
                               --------------------------------------------
                               Name: Barry S. Sternlicht
                               Title: Chairman and Chief Executive Officer




                           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: /s/ BARRY S. STERNLICHT
                               --------------------------------------------
                               Name: Barry S. Sternlicht
                               Title: Chairman and Chief Executive Officer


                                      -27-
<PAGE>   28
                           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: /s/ Barry S. Sternlicht
                              ______________________________________
                              Name: Barry S. Sternlicht
                              Title: Chairman and Chief Executive Officer

                           NOVI HOTEL ASSOCIATES, L.P.,
                              a Delaware limited partnership

                           By:  SLT Realty Limited Partnership, a Delaware
                                limited partnership, its general partner


                           By:  /s/ Barry S. Sternlicht
                              ______________________________________
                              Name:   Barry S. Sternlicht
                              Title:  Chairman and Chief Executive Officer

                           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


                                      -28-
<PAGE>   29
                           By: /s/ Barry S. Sternlicht
                               ----------------------------------------------
                               Name:  Barry S. Sternlicht
                               Title: Chairman and Chief Executive Officer


                           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:  /s/ Barry S. Sternlicht
                                ----------------------------------------------
                                Name:  Barry S. Sternlicht
                                Title: Chairman and Chief Executive Officer

                           SANTA ROSA 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:  /s/ Barry S. Sternlicht
                                ----------------------------------------------
                                Name:  Barry S. Sternlicht
                                Title: Chairman and Chief Executive Officer


                                      -29-
<PAGE>   30
                           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: /s/ Barry S. Sternlicht
                              --------------------------------------
                             Name: Barry S. Sternlicht
                             Title: Chairman and Chief Executive Officer

                           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: /s/ Barry S. Sternlicht
                              --------------------------------------
                             Name: Barry S. Sternlicht
                             Title: Chairman and Chief Executive Officer

                           SLT ASPEN DEAN 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


                                      -30-
<PAGE>   31
                           By:  /s/ Barry S. Sternlicht
                              -------------------------------------------
                              Name:  Barry S. Sternlicht
                              Title: Chairman and Chief Executive Officer

                           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:  /s/ Barry S. Sternlicht
                              -------------------------------------------
                              Name:  Barry S. Sternlicht
                              Title: Chairman and Chief Executive Officer

                           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:  /s/ Barry S. Sternlicht
                              -------------------------------------------
                              Name:  Barry S. Sternlicht
                              Title: Chairman and Chief Executive Officer


                                      -31-
<PAGE>   32
                           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: /s/ BARRY S. STERNLICHT
                               -------------------------------------------
                               Name: Barry S. Sternlicht
                               Title: Chairman and Chief Executive Officer


                           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: /s/ BARRY S. STERNLICHT
                               -------------------------------------------
                               Name: Barry S. Sternlicht
                               Title: Chairman and Chief Executive Officer

                           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: /s/ BARRY S. STERNLICHT
                               -------------------------------------------
                               Name: Barry S. Sternlicht
                               Title: Chairman and Chief Executive Officer


                                      -32-
<PAGE>   33
                           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: /s/ BARRY S. STERNLICHT
                               ----------------------
                              Name:  BARRY S.STERNLICHT
                              Title: CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                           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: /s/ BARRY S. STERNLICHT
                               ----------------------
                              Name:  BARRY S. STERNLICHT
                              Title: CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                           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: /s/ BARRY S. STERNLICHT
                               ----------------------
                              Name:  BARRY S. STERNLICHT
                              Title: CHAIRMAN AND CHIEF EXECUTIVE OFFICER


                                      -33-
<PAGE>   34
                     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: /s/ Barry S. Sternlicht
                        ______________________________________
                        Name:  Barry S. Sternlicht
                        Title: Chairman and Chief Executive Officer


                     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: /s/ Barry S. Sternlicht
                        ______________________________________
                        Name:  Barry S. Sternlicht
                        Title: Chairman and Chief Executive Officer


                     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: /s/ Barry S. Sternlicht
                        ______________________________________
                        Name:  Barry S. Sternlicht
                        Title: Chairman and Chief Executive Officer



                                      -34-
<PAGE>   35
                     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:  /s/ Barry S. Sternlicht
                        -------------------------------------------
                        Name:  Barry S. Sternlicht
                        Title: Chairman and Chief Executive Officer

                     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:  /s/ Barry S. Sternlicht
                        -------------------------------------------
                        Name:  Barry S. Sternlicht
                        Title: Chairman and Chief Executive Officer

                     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:  /s/ Barry S. Sternlicht
                        -------------------------------------------
                        Name:  Barry S. Sternlicht
                        Title: Chairman and Chief Executive Officer


                                      -35-
<PAGE>   36
                     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: /s/ BARRY S. STERNLICHT
                         -------------------------------------------
                         Name: Barry S. Sternlicht
                         Title: Chairman and Chief Executive Officer

                     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: /s/ BARRY S. STERNLICHT
                         -------------------------------------------
                         Name: Barry S. Sternlicht
                         Title: Chairman and Chief Executive Officer

                     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: /s/ BARRY S. STERNLICHT
                         -------------------------------------------
                         Name: Barry S. Sternlicht
                         Title: Chairman and Chief Executive Officer


                                      -36-
<PAGE>   37
                     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: /s/ Barry S. Sternlicht
                       --------------------------------------
                        Name: Barry S. Sternlicht
                        Title: Chairman and Chief Executive Officer

                     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: /s/ Barry S. Sternlicht
                         --------------------------------------
                        Name: Barry S. Sternlicht
                        Title: Chairman and Chief Executive Officer

                     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: /s/ Barry S. Sternlicht
                         --------------------------------------
                        Name: Barry S. Sternlicht
                        Title: Chairman and Chief Executive Officer


                                      -37-
<PAGE>   38
                     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: /s/ Barry S. Sternlight
                         -------------------------------------------
                         Name:  Barry S. Sternlight
                         Title: Chairman and Chief Executive

                     STARWOOD NEEDHAM 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: /s/ Barry S. Sternlight
                         ----------------------------------------------
                         Name:  Barry S. Sternlight
                         Title: Chairman and Chief Executive Officer

                     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: /s/ Barry S. Sternlight
                         ----------------------------------------------
                         Name:  Barry S. Sternlight
                         Title: Chairman and Chief Executive Officer


                                      -38-
<PAGE>   39
                     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:

                     W&S SEATTLE CORP.,
                        a Delaware corporation


                     By:______________________________________
                        Name:
                        Title:

                     W&S REALTY CORPORATION OF DELAWARE,
                        a Delaware corporation


                     By:______________________________________
                        Name:
                        Title:

                     BENJAMIN FRANKLIN HOTEL, INC.,
                        a Washington corporation


                     By:______________________________________
                        Name:
                        Title:


                                      -39-
<PAGE>   40
                     WESTIN SEATTLE HOTEL COMPANY,
                        a Washington general partnership

                     By:  W&S Realty Corporation of Delaware, a Delaware
                          corporation, its general partnership


                     By: /s/ Barry S. Sternlicht 
                        ______________________________________
                        Name: Barry S. Sternlicht
                        Title: Chairman and Chief Executive Officer

                     By:  Benjamin Franklin Hotel, Inc., a Washington
                          corporation


                     By: /s/ Barry S. Sternlicht
                        ______________________________________
                        Name: Barry S. Sternlicht
                        Title: Chairman and Chief Executive Officer


                     W&S LAUDERDALE CORP.,
                        a Delaware corporation


                     By: /s/ Barry S. Sternlicht
                        ______________________________________
                        Name: Barry S. Sternlicht
                        Title: Chairman and Chief Executive Officer

                     LAUDERDALE HOTEL COMPANY,
                         a Delaware corporation


                      By: /s/ Barry S. Sternlicht
                         ______________________________________
                         Name: Barry S. Sternlicht
                         Title: Chairman and Chief Executive Officer

                      WESTIN BAY HOTEL COMPANY,
                         a Delaware corporation


                      By: /s/ Barry S. Sternlicht
                         ______________________________________
                         Name: Barry S. Sternlicht
                         Title: Chairman and Chief Executive Officer


                                      -40-
<PAGE>   41
                      CINCINNATI PLAZA COMPANY,
                         a Delaware corporation


                      By: /s/ BARRY S. STERNLICHT
                         ______________________________________
                         Name:  BARRY S. STERNLICHT
                         Title: CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                      SOUTH COAST WESTIN HOTEL COMPANY,
                         a Delaware corporation


                      By: /s/ BARRY S. STERNLICHT
                         ______________________________________
                         Name:  BARRY S. STERNLICHT
                         Title: CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                      TOWNHOUSE MANAGEMENT, INC.,
                         a Delaware corporation


                      By: /s/ BARRY S. STERNLICHT
                         ______________________________________
                         Name:  BARRY S. STERNLICHT
                         Title: CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                      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: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      MIDLAND BUILDING CORPORATION,
                         an Illinois corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER


                                      -41-
<PAGE>   42
                      MIDLAND HOLDING CORPORATION, an Illinois
                         corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer

                      MIDLAND HOTEL CORPORATION,
                         an Illinois corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer


                      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: /s/ RONALD C. BROWN
                          -------------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer

                      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: /s/ RONALD C. BROWN
                          -------------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer


                                      -42-
<PAGE>   43
                      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:  /s/ Ronald C. Brown
                           --------------------------------------
                           Name: Ronald C. Brown
                           Title: Executive Vice President and Chief 
                                  Financial Officer

                      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:  /s/ Ronald C. Brown
                           --------------------------------------
                           Name: Ronald C. Brown
                           Title: Executive Vice President and Chief 
                                  Financial Officer

                      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:  /s/ Ronald C. Brown
                           --------------------------------------
                           Name: Ronald C. Brown
                           Title: Executive Vice President and Chief 
                                  Financial Officer



                                      -43-
<PAGE>   44
                      SLC ASPEN DEAN 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: /s/ RONALD C. BROWN
                         -------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER                             

                      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: /S/ RONALD C. BROWN
                         -------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      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: /S/ RONALD C. BROWN
                         -------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER


                                      -44-
<PAGE>   45
                      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: /S/ RONALD C. BROWN
                          ------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      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: /S/ RONALD C. BROWN
                          -------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER 

                      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: /S/ RONALD C. BROWN
                          -------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER


                                      -45-
<PAGE>   46
                      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: /s/ RONALD C. BROWN                 
                         --------------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                CHIEF FINANCIAL OFFICER

                      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: /s/ RONALD C. BROWN                 
                         --------------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                CHIEF FINANCIAL OFFICER

                      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 & Resorts Worldwide, Inc., a
                           Maryland corporation, its managing general
                           partner


                      By: /s/ RONALD C. BROWN                 
                         --------------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                CHIEF FINANCIAL OFFICER


                                      -46-
<PAGE>   47
                      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: /s/ RONALD C. BROWN
                          ------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF 
                                FINANCIAL OFFICER

                      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: /s/ RONALD C. BROWN
                          -----------------------------   
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF
                                FINANCIAL OFFICER

                      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: /s/ RONALD C. BROWN
                          -----------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF
                                FINANCIAL OFFICER


                                      -47-
<PAGE>   48
                      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: /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      SLC NEEDHAM, 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: /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      SLC OPERATING LIMITED PARTNERSHIP,
                         a Delaware limited partnership

                      By:  Starwood Hotels & Resorts Worldwide, Inc., a
                           Maryland corporation, its general partner


                      By: /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer


                                      -48-
<PAGE>   49
                      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:   /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      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:   /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      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:   /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer


                                      -49-
<PAGE>   50
                      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: /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      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: /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      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: /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                                      -50-
<PAGE>   51
                      STARWOOD MANAGEMENT COMPANY, 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: /s/ Ronald C. Brown
                         ______________________________________
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and Chief
                                Financial Officer

                      WESTIN PREMIER, INC.,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                         ______________________________________
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and Chief
                                Financial Officer

                      WESTIN VACATION MANAGEMENT CORPORATION, 
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                         ______________________________________
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and Chief
                                Financial Officer


                      WESTIN VACATION EXCHANGE COMPANY,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                         ______________________________________
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and Chief
                                Financial Officer


                      WVC RANCHO MIRAGE, INC.,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                         ______________________________________
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and Chief
                                Financial Officer


                                      -51-
<PAGE>   52
                      WESTIN ASSET MANAGEMENT CO.,
                         a Delaware company


                      By: /s/  Ronald C. Brown
                         -------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                  Chief Financial Officer

                      WESTIN HOTEL COMPANY,
                         a Delaware company


                      By: /s/  Ronald C. Brown
                         -------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                  Chief Financial Officer

                      W&S ATLANTA CORP.,
                         a Delaware corporation


                      By: /s/  Ronald C. Brown
                         -------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                  Chief Financial Officer

                      ITT SHERATON CORPORATION,
                         a Delaware corporation,


                      By: /s/  Ronald C. Brown
                         -------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                  Chief Financial Officer

                      DESTINATION SERVICES OF SCOTTSDALE, INC.,
                         a Delaware corporation


                      By: /s/  Ronald C. Brown
                         -------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                  Chief Financial Officer

                      GENERAL FIDUCIARY CORPORATION, 
                         a Massachusetts corporation


                      By: /s/  Ronald C. Brown
                         -------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                  Chief Financial Officer


                                      -52-
<PAGE>   53
                      GLOBAL CONNEXIONS, INC.,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      SHERATON INTER-AMERICAS, LTD.,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      HUDSON SHERATON LLC,
                         a New York limited liability company


                      By: /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      ITT SHERATON RESERVATIONS CORPORATION,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      MANHATTAN SHERATON CORPORATION,
                         a New York corporation


                      By: /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      SAN DIEGO SHERATON CORPORATION,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer


                                      -53-
<PAGE>   54
                      SAN FERNANDO SHERATON CORPORATION,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                          --------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and 
                                   Chief Financial Officer

                      SHERATON 45 PARK CORPORATION,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                          --------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and 
                                   Chief Financial Officer

                      SHERATON ARIZONA CORPORATION,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                          --------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and 
                                   Chief Financial Officer

                      SHERATON ASIA-PACIFIC CORPORATION,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                          --------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and 
                                   Chief Financial Officer

                      SHERATON BLACKSTONE CORPORATION,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                          --------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and 
                                   Chief Financial Officer

                      SHERATON BOSTON CORPORATION,
                         a Massachusetts corporation


                      By: /s/ Ronald C. Brown
                          --------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and 
                                   Chief Financial Officer


                                      -54-
<PAGE>   55
                      SHERATON CALIFORNIA CORPORATION,
                         a Delaware corporation


                      By:   /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      SHERATON CAMELBACK CORPORATION, 
                         a Delaware corporation


                      By:   /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      SHERATON FLORIDA CORPORATION,
                         a Delaware corporation


                      By:   /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      SHERATON HARBOR ISLAND CORPORATION,
                         a Delaware corporation


                      By:   /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      SHERATON HARTFORD CORPORATION,
                         a Connecticut corporation


                      By:   /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer

                      SHERATON HAWAII HOTELS CORPORATION,
                         a Hawaii corporation


                      By:   /s/ Ronald C. Brown
                         --------------------------------------
                         Name:  Ronald C. Brown
                         Title: Executive Vice President and
                                Chief Financial Officer


                                      -55-
<PAGE>   56
                      SHERATON INTERNATIONAL, INC.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer

                      SHERATON INTERNATIONAL DE MEXICO, INC.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer

                      SHERATON MANAGEMENT CORPORATION,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer

                      SHERATON OVERSEAS MANAGEMENT CORPORATION, 
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer

                      SHERATON WARSAW CORPORATION,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer

                      SHERATON MARKETING CORPORATION,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer


                                      -56-
<PAGE>   57
                      SHERATON MIAMI CORPORATION,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                          ----------------------------------------------
                          Name:  Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer
                      
                      SHERATON MIDDLE EAST MANAGEMENT CORPORATION, 
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                          ----------------------------------------------
                          Name:  Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer
                     
                      SHERATON NEW YORK CORPORATION,
                         a New York corporation


                      By: /s/ Ronald C. Brown
                          ----------------------------------------------
                          Name:  Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer

                      SHERATON OVERSEAS TECHNICAL SERVICES CORPORATION,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                          ----------------------------------------------
                          Name:  Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer

                      SHERATON PEACHTREE CORPORATION,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                          ----------------------------------------------
                          Name:  Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer

                      SHERATON PHOENICIAN CORPORATION,
                         a Delaware corporation


                      By: /s/ Ronald C. Brown
                          ----------------------------------------------
                          Name:  Ronald C. Brown
                          Title: Executive Vice President and
                                 Chief Financial Officer


                                      -57-
<PAGE>   58
                      SHERATON SAVANNAH CORPORATION,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      SHERATON SERVICES CORPORATION,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      SOUTH CAROLINA SHERATON CORPORATION,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      ST. REGIS SHERATON CORPORATION,
                         a New York corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      WORLDWIDE FRANCHISE SYSTEMS, INC.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      SHERATON VERMONT CORPORATION,
                         a Vermont corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER


                                      -58-
<PAGE>   59
                      ITT BROADCASTING CORPORATION,
                         a Delaware corporation

                      By: /s/ Ronald C. Brown
                          --------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and 
                                   Chief Financial Officer

                      WESTIN LICENSE COMPANY,
                         a Delaware company

                      By: /s/ Ronald C. Brown
                          --------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and 
                                   Chief Financial Officer

                      WESTIN INTERNATIONAL SERVICES  COMPANY,
                         a Delaware corporation

                      By: /s/ Ronald C. Brown
                          --------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and 
                                   Chief Financial Officer

                      WESTIN ASIA MANAGEMENT HOLDING CO.,
                         a Delaware corporation

                      By: /s/ Ronald C. Brown
                          --------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and 
                                   Chief Financial Officer

                      WESTIN ASIA MANAGEMENT CO.,
                         a Delaware corporation

                      By: /s/ Ronald C. Brown
                          --------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and 
                                   Chief Financial Officer

                      WESTIN CANADA MANAGEMENT CO.,
                         a Delaware corporation

                      By: /s/ Ronald C. Brown
                          --------------------------------------
                          Name: Ronald C. Brown
                          Title: Executive Vice President and 
                                   Chief Financial Officer


                                      -59-
<PAGE>   60
                      WESTIN OTTAWA MANAGEMENT CO., 
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name: RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      WESTIN MEXICO MANAGEMENT CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name: RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      WESTIN CHARLOTTE MANAGEMENT CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name: RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      WESTIN RIVER NORTH MANAGEMENT CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name: RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      WESTIN HILTON HEAD MANAGEMENT CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name: RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      WESTIN KANSAS CITY MANAGEMENT CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name: RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER


                                      -60-
<PAGE>   61
                      WESTIN MAUI MANAGEMENT CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------
                          Name: RONALD C. BROWN
                          Title: EXECUTIVE VICE PRESIDENT AND
                                 CHIEF FINANCIAL OFFICER

                      WESTIN BOSTON MANAGEMENT HOLDING CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------
                          Name: RONALD C. BROWN
                          Title: EXECUTIVE VICE PRESIDENT AND
                                 CHIEF FINANCIAL OFFICER

                      WESTIN BOSTON MANAGEMENT CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------
                          Name: RONALD C. BROWN
                          Title: EXECUTIVE VICE PRESIDENT AND
                                 CHIEF FINANCIAL OFFICER

                      WESTIN CENTURY CITY MANAGEMENT HOLDING CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------
                          Name: RONALD C. BROWN
                          Title: EXECUTIVE VICE PRESIDENT AND
                                 CHIEF FINANCIAL OFFICER

                      WESTIN CENTURY CITY MANAGEMENT CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------
                          Name: RONALD C. BROWN
                          Title: EXECUTIVE VICE PRESIDENT AND
                                 CHIEF FINANCIAL OFFICER

                      WESTIN NEW ORLEANS MANAGEMENT CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                          -------------------------------------
                          Name: RONALD C. BROWN
                          Title: EXECUTIVE VICE PRESIDENT AND
                                 CHIEF FINANCIAL OFFICER


                                      -61-
<PAGE>   62
                      WESTIN ORLANDO MANAGEMENT CO.,
                         a Delaware corporation


                      By:   /s/ RONALD C. BROWN
                         ---------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                CHIEF FINANCIAL OFFICER

                      WESTIN SANTA CLARA MANAGEMENT CO.,
                         a Delaware corporation


                      By:   /s/ RONALD C. BROWN
                         ---------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                CHIEF FINANCIAL OFFICER

                      WESTIN TUCSON MANAGEMENT CO.,
                         a Delaware corporation


                      By:   /s/ RONALD C. BROWN
                         ---------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                CHIEF FINANCIAL OFFICER

                      WESTIN INTERNATIONAL MANAGEMENT CO.,
                         a Delaware corporation


                      By:   /s/ RONALD C. BROWN
                         ---------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                CHIEF FINANCIAL OFFICER

                      WESTIN INNISBROOK MANAGEMENT CO.,
                         a Delaware corporation


                      By:   /s/ RONALD C. BROWN
                         ---------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                CHIEF FINANCIAL OFFICER

                      WESTIN FRANCE MANAGEMENT CO.,
                         a Delaware corporation


                      By:   /s/ RONALD C. BROWN
                         ---------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                CHIEF FINANCIAL OFFICER


                                      -62-
<PAGE>   63
                      WESTIN PITTSBURGH MANAGEMENT HOLDING CO., 
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      WESTIN PITTSBURGH MANAGEMENT CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      WESTIN PEACHTREE MANAGEMENT CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      WESTIN DALLAS MANAGEMENT CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      WESTIN RIVERWALK MANAGEMENT CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER

                      WESTIN REPRESENTATION CO.,
                         a Delaware corporation


                      By: /s/ RONALD C. BROWN
                         ______________________________________
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL 
                                OFFICER


                                      -63-
<PAGE>   64
                      WESTIN LICENSE COMPANY SOUTH,
                         a Delaware corporation


                      By:  /s/  RONALD C. BROWN
                         -----------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                  CHIEF FINANCIAL OFFICER

                      WESTIN LICENSE COMPANY NORTH,
                         a Delaware corporation


                      By:  /s/  RONALD C. BROWN
                         -----------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                  CHIEF FINANCIAL OFFICER

                      WESTIN LICENSE COMPANY EAST,
                         a Delaware corporation


                      By:  /s/  RONALD C. BROWN
                         -----------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                  CHIEF FINANCIAL OFFICER

                      WESTIN LICENSE COMPANY WEST,
                         a Delaware corporation


                      By:  /s/  RONALD C. BROWN
                         -----------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                  CHIEF FINANCIAL OFFICER

                      WESTIN FRANCHISE CO.,
                         a Delaware corporation


                      By:  /s/  RONALD C. BROWN
                         -----------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                  CHIEF FINANCIAL OFFICER

                      SHERATON O'HARE CORPORATION,
                         a Delaware corporation


                      By:  /s/  RONALD C. BROWN
                         -----------------------------------
                         Name:  RONALD C. BROWN
                         Title: EXECUTIVE VICE PRESIDENT AND
                                  CHIEF FINANCIAL OFFICER


                                      -64-
<PAGE>   65
                      BANKERS TRUST COMPANY,

                          Individually and as Administrative Agent and as
                          Paying Agent

                          /s/ LAURA S. BURWICK 
                      By:______________________________________
                         Name:  Laura S. Burwick
                         Title: Principal

                      THE CHASE MANHATTAN BANK,
                          Individually and as Administrative Agent

                          /s/ FREDERICK P. HAMMER
                      By:______________________________________
                         Name:  Frederick P. Hammer
                         Title: Vice President

                      LEHMAN COMMERCIAL PAPER, INC.,
                         Individually and as Syndication Agent

                          /s/ FRANCIS X. GILHOOL
                      By:______________________________________
                         Name:  Francis X. Gilhool     
                         Title: Authorized Signatory

                      BANK OF MONTREAL, CHICAGO BRANCH,
                         Individually and as Syndication Agent

                          /s/ JOHN T. MEAD, JR.
                      By:______________________________________
                         Name:  John T. Mead, Jr.
                         Title: Director

                      ARAB BANKING CORPORATION (B.S.C.)

                          /s/ LOUISE BILBRO 
                      By:______________________________________
                         Name:  Louise Bilbro
                         Title: Vice President


                                      -65-
<PAGE>   66
                      BANCA POPOLARE DI MILANO


                      By: /s/ Patrick F. Dillon
                         ______________________________________
                         Name:  Patrick F. Dillon
                         Title: Vice President, Chief Credit Officer


                      By: /s/ Esperanza Quintero
                         ______________________________________
                         Name:  Esperanza Quintero
                         Title: Vice President

                      BANKBOSTON, N.A.


                      By: /s/ Kathleen M. Ahern
                         ______________________________________
                         Name:  Kathleen M. Ahern
                         Title: Vice President


                      BANK LEUMI USA


                      By: /s/ Joung Hee Hong
                         ______________________________________
                         Name:  Joung Hee Hong
                         Title: Vice President


                      THE BANK OF TOKYO-MITSUBISHI, LIMITED,
                         NEW YORK BRANCH


                      By: /s/ N. Saffra
                         ______________________________________
                         Name:  N. Saffra
                         Title: Vice President


                      BANK POLSKA KASA OPIEKI S.A. PEKAO S.A. GROUP,
                         NEW YORK BRANCH


                      By: /s/ William A. Shea
                         ______________________________________
                         Name:  William A. Shea
                         Title: Vice President, Senior Lending Officer


                                      -66-
<PAGE>   67
                      PARIBAS


                      By: /s/ John W. Kopcha
                         ______________________________________
                         Name:  John W. Kopcha
                         Title: Vice President 


                      By: /s/ Matthew C. Bishop
                         ______________________________________
                         Name:  Matthew C. Bishop
                         Title: Assistant Vice President


                      BANQUE WORMS CAPITAL CORP.


                      By: /s/ Frederick Gamet
                         ______________________________________
                         Name:  Frederick Gamet
                         Title: Senior Vice President

                      BEAR STEARNS INVESTMENT PRODUCTS INC.


                      By: /s/ Harvey Rosenberg
                         ______________________________________
                         Name:  Harvey Rosenberg
                         Title: Senior Managing Director

                      BARCLAYS BANK PLC


                      By: /s/ John Giannone
                         ______________________________________
                         Name:  John Giannone
                         Title: Director


                      CHANG HWA COMMERCIAL BANK, LTD., 
                         NEW YORK BRANCH


                      By: /s/ Wan-Tu Yeh
                         ______________________________________
                         Name:  Wan-Tu Yeh
                         Title: VP and General Manager


                      CHIAO TUNG BANK CO., LTD. NEW YORK AGENCY


                      By: /s/ Samuel S.T. Liu
                         ______________________________________
                         Name:  Samuel S.T. Liu
                         Title: VP and DGM


                                      -67-
<PAGE>   68
DULY AUTHORIZED AND EXECUTED:


                      CIBC INC.


                      COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
                         EUROPEENNE


                      CREDIT LYONNAIS NEW YORK BRANCH


                      CREDIT SUISSE FIRST BOSTON


                      CREDITO ITALIANO



                                      -68-
<PAGE>   69
                      DEUTSCHE BANK AG NEW YORK AND/OR 
                         CAYMAN ISLANDS BRANCH


                      DOMINION BANK



                      ERSTE BANK DER OESTERREICHISCHEN 
                         SPARKASSEN AG


                      FIRST COMMERCIAL BANK



                                      -69-
<PAGE>   70
                      FIRST SECURITY BANK, N.A.

                      FLEET BANK, N.A.

                      GENERAL ELECTRIC CAPITAL CORPORATION

                      GOLDMAN SACHS CREDIT PARTNERS L.P.

                      GULF INTERNATIONAL BANK B.S.C.

                      HUA NAN COMMERCIAL BANK, LTD. NEW YORK 
                         AGENCY



                                      -70-
<PAGE>   71
                      THE INDUSTRIAL BANK OF JAPAN, LIMITED, 
                         NEW YORK BRANCH

                      ISTITUTO BANCARIO SAN PAOLO DI TORINO SpA

                      KZH CNC LLC

                      LAND BANK OF TAWAIN, LOS ANGELES BRANCH

                      THE LONG TERM CREDIT BANK
                         OF JAPAN, LTD.

                      MITSUBISHI TRUST & BANKING CORPORATION


                                      -71-
<PAGE>   72
                      ML CLO XIX STERLING (Cayman) Ltd.,


                      NATIONSBANK, N.A.


                      THE ROYAL BANK OF SCOTLAND, PLC


                      SOCIETE GENERALE, SOUTHWEST AGENCY


                      SOUTHERN PACIFIC BANK


                      THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH



                                      -72-
<PAGE>   73
                      WACHOVIA BANK, N.A.

                      WESTDEUTSCHE LANDESBANK GIROZENTRALE


                      VAN KAMPEN AMERICAN CAPITAL PRIME RATE 
                         INCOME TRUST


                      VAN KAMPEN CLO I, LIMITED

                      By:VAN KAMPEN AMERICAN CAPITAL MANAGEMENT INC.,
                         as collateral manager



                                      -73-
<PAGE>   74
                      VAN KAMPEN AMERICAN CAPITAL SENIOR
                      INCOME TRUST


                      THE TORONTO DOMINION BANK


                      MELLON BANK, N.A., solely in its capacity as Trustee
                         for the GENERAL MOTORS CASH MANAGEMENT 
                         MASTER TRUST, (as directed by Shenkman Capital
                         Management, Inc.), and not in its individual capacity



                      INDOSUEZ CAPITAL FUNDING II A Ltd.
                         By: Indosuez Capital as Portfolio Advisor



                                      -74-
<PAGE>   75
                                                                       EXHIBIT A



            1. Effective as of December 31, 1998, all of the existing Operating
Leases from Starwood REIT, SLT RLP or their Subsidiaries to SLC OLP or its
Subsidiaries are transferred such that the Corporation is the lessee under such
Operating Leases.

            2. Between January 4, 1999 and February 28, 1999, a newly created
subsidiary of the Corporation ("Newco") is merged with and into Starwood REIT
(with Starwood REIT being the surviving entity, so that after the merger,
Starwood REIT shall become a direct subsidiary of the Corporation. In the
merger, the common stock of Newco becomes the common shares of beneficial
interest in Starwood REIT and the common shares of beneficial interest in
Starwood REIT are converted into the Class B Shares of Starwood REIT. The Class
B Shares are "paired" with the common stock of the Corporation pursuant to an
amended pairing agreement. The Class A Exchangeable Preferred Shares and Class B
Exchangeable Preferred Shares of Starwood REIT (the "EPS") remain outstanding as
shares of Starwood REIT. In addition, the partnership interests of SLT RLP and
SLC OLP remain outstanding. The organizational documents of Starwood REIT, the
Corporation, SLT RLP and SLC OLP are amended and restated to reflect the
foregoing.

            3. After the completion of the merger but before the date on which
Starwood REIT pays its first quarter dividend in 1999, Starwood REIT declares
and pays to the Corporation sufficient dividends to maintain REIT status for
1998 and to avoid federal income tax. Starwood REIT will make an election under
Section 858 of the Code.

            4. The Capital Stock of the Preferred Stock Subsidiaries held by
Starwood REIT will be exchanged for non-voting common stock in such entities.

            5. The distribution provisions of the partnership agreements of SLT
RLP and SLC OLP may be modified to match the dividends on the Class B Shares and
the Corporation common shares (the "Base Distribution") plus a tax distribution
equal to a percentage of the taxable income allocated to the partners in excess
of the Base Distribution.