EX-10.4



 Exhibit 10.4 

EXECUTION COPY 

THIRD AMENDMENT TO CREDIT AGREEMENT 

THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of July 29, 2014, to the
Credit Agreement referred to below. 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, STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (the “Corporation”), each
additional Domestic Dollar Revolving Loan Borrower, each additional Alternate Currency Revolving Loan Borrower, the lenders party to the Credit Agreement, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the
“Administrative Agent”) and certain other financial institutions are parties to the Credit Agreement, dated as of November 30, 2012 (as amended, modified, and/or supplemented to, but not including, the date hereof, the
“Credit Agreement”); and 
 WHEREAS, subject to the terms and conditions of this Third Amendment, the
Corporation, the other Borrowers and the Lenders party hereto, which collectively constitute the Required Lenders, wish to amend the Credit Agreement as provided herein; 

NOW, THEREFORE, it is agreed: 

PART I. Amendments. 

A. Section 1.03(a) of the Credit Agreement is hereby amended by replacing the first sentence with the following: 

“Whenever a Borrower desires to incur Loans hereunder (excluding (w) Borrowings of Swingline Loans,
(x) Borrowings of Revolving Loans incurred pursuant to a Mandatory Borrowing, (y) Borrowings of Competitive Bid Loans and (z) Borrowings of Canadian Prime Rate Loans to the extent resulting from automatic conversions of Bankers’
Acceptance Loans as provided in clause (i) of Schedule III), (i) in the case of a Base Rate Loan to be incurred hereunder, it shall give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) at
the Notice Office on the Business Day of such proposed Borrowing, (ii) in the case of a Canadian Base Rate Loan to be incurred hereunder, it shall give the Administrative Agent at the Notice Office at least one Business Day’s prior written
notice (or telephonic notice promptly confirmed in writing), and (iii) in the case of a Euro Rate Loan, Bankers’ Acceptance Loan or Permitted Non-LIBOR-Based Alternate Currency Revolving Loan to be incurred hereunder, it shall give the
Administrative Agent at the Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing); provided that any such notice shall be deemed to have been given on a certain day
only (i) in the case of a Canadian Base Rate Loan, Euro Rate Loan, Bankers’ Acceptance Loan or Permitted Non-LIBOR-Based Alternate Currency Revolving Loan, if given before 4:00 p.m. (New York time) on such day and (ii) in the case of
a Base Rate Loan, if given before 11:00 a.m. (New York time) on such day.” 







 B. Section 6.01 of the Credit Agreement is hereby amended by adding the
following after the words “(ii) all representations and warranties contained herein and in the other Credit Documents”: 

“(except the representation set forth in Section 7.03(b) of this Credit Agreement)” 

PART II. Miscellaneous Provisions. 

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

C. This Third Amendment is limited as specified and shall not constitute a modification, novation, acceptance or waiver of any
other provision of the Credit Agreement or any other Credit Document. Except as expressly set forth herein, this Third Amendment shall not operate as a waiver of any rights, powers or remedies available to the Lenders under the Credit Agreement.
Except as expressly amended by this Third Amendment, the Credit Agreement remains in full force and effect and is hereby ratified and confirmed after giving effect to this Third Amendment. 

D. This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Corporation and the
Administrative Agent. 
 E. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 F. This Third Amendment shall become effective on
the date (the “Third Amendment Effective Date”) when each Borrower and Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including
by way of facsimile or PDF transmission) the same to the Administrative Agent (or its designee) and the Administrative Agent confirms as the Third Amendment Effective Date. 

G. From and after the Third 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 by this Third Amendment on the Third Amendment Effective Date. This Third Amendment shall constitute a Credit Document for all purposes
under the Credit Agreement and the other Credit Documents. 
 [Signatures appear on the following page.] 







 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
to execute and deliver this Third Amendment as of the date first above written. 
  

					
	STARWOOD HOTELS & RESORTS WORLDWIDE, INC., as a Borrower and Guarantor
		
	By:	 	/s/ Timothy C. Fetten
		 	Name:	 	Timothy C. Fetten
		 	Title:	 	Vice President & Treasurer
	
	FRANCHISE AND LICENSE (CANADIAN) OPS LIMITED PARTNERSHIP, as a Borrower
	
	By: 1367357 ALBERTA ULC, in its capacity as general partner
		
	By:	 	/s/ Jason F. Cohen
		 	Name:	 	Jason F. Cohen
		 	Title:	 	President
	
	STARWOOD ITALIA S.R.L., as a Borrower
		
	By:	 	/s/ Timothy Fetten
		 	Name:	 	Timothy Fetten
		 	Title:	 	 
	
	STARWOOD INTERNATIONAL FINANCE LIMITED, as a Borrower
		
	By:	 	/s/ Timothy Fetten
		 	Name:	 	Timothy Fetten
		 	Title:	 	 
	
	COMPANHIA PALMARES HOTEIS E TURISMO, as a Borrower
		
	By:	 	/s/ Horacio Giurno
		 	Name:	 	Horacio Giurno
		 	Title:	 	Director of Finance



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	OPERADORA SHERATON, S. DE R.L. DE C.V., as a Borrower
		
	By:	 	/s/ Alejandro Enrique Osti
		 	Name:	 	Alejandro Enrique Osti
		 	Title:	 	Attorney in Fact



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	JPMorgan Chase Bank N.A.
		
	By:	 	/s/ Chiara Carter
		 	Name:	 	Chiara Carter
		 	Title:	 	Vice President
	
	For each lender requiring a second signature line:
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	THE CHIBA BANK, LTD., NEW YORK BRANCH, as a Lender:
		
	By:	 	/s/ Nobukazu Odaka
		 	Name:	 	Nobukazu Odaka
		 	Title:	 	General Manager
	
	For each lender requiring a second signature line:
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	BANK OF HAWAII
		
	By:	 	/s/ John McKenna
		 	Name:	 	John McKenna
		 	Title:	 	Senior Vice President



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	THE BANK OF NOVA SCOTIA
		
	By:	 	/s/ George Sherman
		 	Name:	 	George Sherman
		 	Title:	 	Director
	
	For each lender requiring a second signature line:
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	BANK HAPOALIM B.M.
		
	By:	 	/s/ Charles McLaughlin
		 	Name:	 	Charles McLaughlin
		 	Title:	 	Senior Vice President
		
	By:	 	/s/ James P. Surless
		 	Name:	 	James P. Surless
		 	Title:	 	Vice President



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	Citibank N.A.
		
	By:	 	/s/ John C. Rowland
		 	Name:	 	John C. Rowland
		 	Title:	 	Vice President
	
	For each lender requiring a second signature line:
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION: SunTrust Bank
		
	By:	 	/s/ W. Bradley Hamilton
		 	Name:	 	W. Bradley Hamilton
		 	Title:	 	Director



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Mizuho Bank, Ltd.
		
	By:	 	/s/ Noel Purcell
		 	Name:	 	Noel Purcell
		 	Title:	 	Authorized Signatory



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	ROYAL BANK OF CANADA
		
	By:	 	/s/ Dan LePage
		 	Name:	 	Dan LePage
		 	Title:	 	Authorized Signatory



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	FIRST HAWAIIAN BANK
		
	By:	 	/s/ Dawn Hofmann
		 	Name:	 	Dawn Hofmann
		 	Title:	 	Senior Vice President



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
		
	By:	 	/s/ Adrienne Young
		 	Name:	 	Adrienne Young
		 	Title:	 	Vice-President


  

			
	For each lender requiring a second signature line:
		
	By:	 	 
		 	Name:
		 	Title:



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	BANK OF CHINA, NEW YORK BRANCH
		
	By:	 	/s/ Haifeng Xu
		 	Name:	 	Haifeng Xu
		 	Title:	 	Executive Vice President


  

			
	For each lender requiring a second signature line:
		
	By:	 	 
		 	Name:
		 	Title:



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	Credit Suisse AG, Cayman Islands Branch
		
	By:	 	/s/ Bill O’Daly
		 	Name:	 	Bill O’Daly
		 	Title:	 	Authorized Signatory
		
	By:	 	/s/ Sally Reyes
		 	Name:	 	Sally Reyes
		 	Title:	 	Authorized Signatory



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	Wells Fargo Bank, N.A.
		
	By:	 	/s/ Mark F. Monahan
		 	Name:	 	Mark F. Monahan
		 	Title:	 	Senior Vice President


  

			
	For each lender requiring a second signature line:
		
	By:	 	 
		 	Name:
		 	Title:



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	BARCLAYS BANK PLC
		
	By:	 	/s/ Irina Dimova
		 	Name:	 	Irina Dimova
		 	Title: 	 	Vice President



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	Intesa Sanpaolo S.p.A. – New York Branch
		
	By:	 	/s/ John J. Michalisin
		 	Name:	 	John J. Michalisin
		 	Title:	 	First Vice President


  

					
	For each lender requiring a second signature line:
		
	By:	 	/s/ Francesco Di Mario
		 	Name:	 	Francesco Di Mario
		 	Title:	 	F.V.P. & Head of Credit



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	Morgan Stanley Bank, N.A.
		
	By:	 	/s/ Nick Zangari
		 	Name:	 	Nick Zangari
		 	Title:	 	Authorized Signatory



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Bank of America, N.A.
		
	By:	 	/s/ Roger C. Davis
		 	Name:	 	Roger C. Davis
		 	Title: 	 	Senior Vice President


  

			
	For each lender requiring a second signature line:
		
	By:	 	 
		 	Name:
		 	Title:



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	/s/ Keith Connolly
		 	Name:	 	Keith Connolly
		 	Title:	 	Managing Director



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	U.S. Bank, National Association
		
	By:	 	/s/ Steven L. Sawyer
		 	Name:	 	Steven L. Sawyer
		 	Title:	 	Senior Vice President


  

			
	For each lender requiring a second signature line:
		
	By:	 	 
		 	Name:
		 	Title:



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	GOLDMAN SACHS BANK USA
		
	By:	 	/s/ Michelle Latzoni
		 	Name:	 	Michelle Latzoni
		 	Title: 	 	Vice President


  

			
	For each lender requiring a second signature line:
		
	By:	 	 
		 	Name:
		 	Title:



  
 [Starwood - Third
Amendment Signature Page] 








 
					
	SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 30, 2012, AS PREVIOUSLY AMENDED, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., EACH
ADDITIONAL DOMESTIC DOLLAR REVOLVING LOAN BORROWER, EACH ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWER, LENDERS AND AGENTS PARTY TO THE CREDIT AGREEMENT AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	AUSTRALIA AND NEW ZEALAND BANKING GROUP
		
	By:	 	/s/ Robert Grillo
		 	Name:	 	Robert Grillo
		 	Title:	 	Director



  
 [Starwood - Third
Amendment Signature Page]