EX-10.1






FOURTH AMENDMENT TO CREDIT AGREEMENT




FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 31, 2005
and effective as of the Fourth Amendment Effective Date (as defined below), among STARWOOD HOTELS &
RESORTS WORLDWIDE, INC., a Maryland corporation (the “Corporation”), each additional
ALTERNATE CURRENCY REVOLVING LOAN BORROWER from time to time party to the Credit Agreement as
referred to below (together with the Corporation, collectively, the “Borrowers”), SHERATON
HOLDING CORPORATION, a Nevada corporation (“Sheraton”), the LENDERS from time to time party
to the Credit Agreement (the “Lenders”) and DEUTSCHE BANK AG, NEW YORK BRANCH, as
Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise
defined herein, all capitalized terms used herein shall have the respective meanings provided such
terms in the Credit Agreement referred to below.



W I T N E S S E T H:




WHEREAS, the Borrowers, the Lenders, the Administrative Agent, JPMORGAN CHASE BANK, as
Syndication Agent (in such capacity, the “Syndication Agent”), BANK OF AMERICA, N.A., FLEET
NATIONAL BANK and SOCIETE GENERALE, as Co-Documentation Agents (in such capacity, collectively, the
“Co-Documentation Agents” and each, a “Co-Documentation Agent”), and DEUTSCHE BANK
SECURITIES INC. and J.P. MORGAN SECURITIES INC., as Co-Lead Arrangers and Joint Book Running
Managers (in such capacity, collectively, the “Managers”), are parties to that certain
Credit Agreement, dated as of October 9, 2002 (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 Amendment, the Lenders and the Borrowers
wish to (x) amend certain provisions of the Credit Agreement and (y) enter into certain agreements
with respect to the Credit Agreement, in each case as herein provided.



	 	 	 
	
 
	 	NOW, THEREFORE, it is agreed:
	PART I.

	 	Amendments and Agreements.
	
 
	 	 






SECTION 1. Definition of “Applicable Margin”; Section 11.01. The definition of
“Applicable Margin” appearing in Section 11.01 of the Credit Agreement is hereby amended by
inserting the following new clause (v) immediately before clause (x) appearing in the last proviso
of said definition:




“(v) subject to clauses (x) and (z) below, at any time on and after the date Starwood Italia
becomes an Alternate Currency Revolving Loan Borrower in accordance with the terms of this
Agreement in the case of any Euro Revolving Loan made to Starwood Italia by an Alternate
Currency Lender, the “Applicable Margin” for (and only for) such Euro Revolving Loans shall
be that percentage per annum equal to the remainder of (I) the “Applicable Margin” for
Eurodollar Loans as then in effect (determined as provided in this definition) less
(II) 0.40 % per annum,”.



SECTION 2. Definition of “Euro LIBOR Rate”; Section 11.01. The definition of “Euro
LIBOR Rate” appearing in Section 11.01 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:




“Euro LIBOR Rate” shall mean (i) in the case of a Euro Revolving Loan made to
Starwood Italia, (x) the rate per annum for deposits in Euros for a period corresponding to
the duration of the relevant Interest Period which appears on the Reuters Screen which
displays the rate of the Banking Federation of the European Union for the Euro (being
currently page “EURIBOR01”) at approximately 11:00 A.M. (Brussels time) on the date which is
two Business Days prior to the commencement of such Interest Period (for delivery on the
first day of such Interest Period) or, if such page shall cease to be available, such other
page or such other service for the purpose of displaying an average rate of the Banking
Federation of the European Union as the Administrative Agent, after consultation with
Alternate Currency Lenders with Euro Revolving Loan Sub-Commitments and the Corporation,
shall select or (y) if such rate is not available at such time for any reason, and the
Administrative Agent has not selected an alternative service on which a quotation is
displayed, then the “Euro LIBOR Rate” for the relevant Interest Period shall be the
arithmetic mean (rounded upwards to four decimal places) of the rates (as notified to the
Administrative Agent at its request) at which each Euro Reference Bank was offering to prime
banks in the European interbank market deposits in Euros for the relevant Interest Period at
approximately 11:00 a.m., Brussels time, two (2) Business Days prior to the commencement of
such Interest Period and (ii) in the case of a Euro Revolving Loan made to any Alternate
Currency Revolving Loan Borrower (other than Starwood Italia), (x) the rate per annum that
appears on page 3740 of the Dow Jones Markets Screen (or any successor page) for deposits in
Euros with maturities comparable to the Interest Period applicable to the Euro Revolving
Loans subject to the respective Borrowing commencing two Business Days thereafter as of
11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of
the respective Interest Period or (y) if such a rate does not appear on page 3740 of the Dow
Jones Markets Screen (or any successor page), the offered quotation to first-class banks in
the London interbank market by the Administrative Agent for deposits in Euros of amounts in
immediately available funds comparable to the outstanding principal amount of the Euro
Revolving Loan of the Administrative Agent (or, if the Administrative Agent has no
outstanding Euro Revolving Loans, another Lender with outstanding Euro Revolving Loans) with
maturities comparable to the Interest Period applicable to such Euro Revolving Loan
commencing two Business Days thereafter as of 11:00 A.M. (London time) on the date which is
two Business Days prior to the commencement of such Interest Period; provided,
however, that in the event the Administrative Agent has made any determination
pursuant to Section 1.11(a)(i) in respect of Euro Revolving Loans, or in the circumstances
described in clause (i) to the proviso to Section 1.11(b) in respect of Euro Revolving
Loans, the Euro LIBOR Rate determined pursuant to this definition shall instead be the rate
determined by the Administrative Agent as the all-in-cost of funds for the Administrative
Agent (or such other Lender) to fund a Borrowing of Euro Revolving Loans with maturities
comparable to the Interest Period applicable thereto.”



SECTION 3. Definitions; Section 11.01. Section 11.01 of the Credit Agreement is
hereby further amended by inserting the following new definition in appropriate alphabetical order
in said Section:




“Euro Reference Banks” means, as to the Euro Revolving Loans of any Alternate
Currency Revolving Loan Borrower organized in a given jurisdiction, the principal offices in
such jurisdiction of each of DB, JPMorgan Chase Bank, N.A. and/or the relevant affiliate of
any of the foregoing (or any successor to any of the foregoing) and any other bank or
financial institution appointed as such by the Administrative Agent under this Agreement.



SECTION 4. Agreement Relating to Certain Euro Revolving Loan Sub-Commitments.
Notwithstanding anything to the contrary in the Credit Agreement, the Borrowers and the Lenders
hereby agree that on and as of the Fourth Amendment Effective Date (as defined below), the Euro
Revolving Loan Sub-Commitment of Erste Bank shall automatically (and without further action on its
part) be reduced to zero, with the following to occur concurrently therewith: (i) the Non-Alternate
Currency Revolving Loan Sub-Commitment of Erste Bank shall be increased by the amount of the
reduction to its Euro Revolving Loan Sub-Commitment (i.e., $5,000,000), (ii) the relevant
Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Dollar
Revolving Loans and/or Euro Revolving Loans of the relevant RL Lenders, and incur additional Dollar
Revolving Loans and/or Euro Revolving Loans from the relevant RL Lenders or (y) take such other
actions as may be required by the Administrative Agent (including by requiring new Dollar Revolving
Loans or Euro Revolving Loans to be incurred and added to then outstanding Borrowings of the
respective such Loans, even though as a result thereof such new Loans (to the extent required to be
maintained as Euro Rate Loans) may have a shorter Interest Period than the then outstanding
Borrowings of the respective such Loans), in each case to the extent necessary so that (I) all of
the RL Lenders effectively participate in each outstanding Borrowing of Dollar Revolving Loans
pro rata on the basis of their Dollar Percentages (determined after giving effect
to the decrease in the Euro Revolving Loan Sub-Commitment of Erste Bank (and the increase in the
Non-Alternate Currency Revolving Loan Sub-Commitment of Erste Bank) pursuant to this Section 4) and
(II) all Alternate Currency Lenders with a Euro Revolving Loan Sub-Commitment effectively
participate in each outstanding Borrowing of Euro Revolving Loans pro rata on the
basis of their Alternate Currency RL Percentages with respect to Euros (determined after giving
effect to the decrease in the Euro Revolving Loan Sub-Commitment of Erste Bank (and the increase in
the Non-Alternate Currency Revolving Loan Sub-Commitment of Erste Bank) pursuant to this Section
4), (iii) the Corporation shall pay to the respective RL Lenders any costs of the type referred to
in Section 1.12 in connection with any repayment and/or Borrowing required pursuant to preceding
clause (ii) and (iv) to the extent Dollar Revolving Loans or Euro Revolving Loans are to be so
incurred or added to the then outstanding Borrowings of the respective such Loans which are
maintained as Euro Rate Loans, the Lenders that have made such Loans shall be entitled to receive
from the Borrowers such amounts, as reasonably determined by the respective Lenders, to compensate
them for funding the various Revolving Loans during an existing Interest Period (rather than at the
beginning of the respective Interest Period, based upon rates then applicable thereto). All
determinations by any Lender pursuant to clause (iv) of the immediately preceding sentence shall,
absent manifest error, be final and conclusive and binding on all parties hereto.



SECTION 5. Agreements Relating to Utilization of Euro Revolving Loan Sub-Commitments.
Notwithstanding anything to the contrary contained in Section 1.01(b) of the Credit Agreement or
elsewhere in the Credit Agreement, on and after the Fourth Amendment Effective Date, no Alternate
Currency Revolving Loan Borrower (other than Starwood Italia) may incur any Euro Revolving Loans
pursuant to the Credit Agreement.



PART II. Miscellaneous Provisions



A. Each Guarantor, by its signature below, hereby confirms that its Guaranty shall remain in
full force and effect and its Guaranty covers the obligations of each of the relevant Borrowers
under the Credit Agreement, as modified and amended by this Amendment.



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



C. This Amendment is limited as specified and shall not constitute a modification, acceptance
or waiver of any other provision of the Credit Agreement or any other Credit Document.



D. This Amendment may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which counterparts when executed and delivered shall be an
original, but all of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Corporation and the Administrative Agent.



E. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



F. This Amendment shall become effective on the date (the “Fourth Amendment Effective
Date”) when each of the Borrowers, each Guarantor, the Lenders constituting the Required
Lenders and each Alternate Currency Lender with a Euro Revolving Loan Sub-Commitment shall have
signed a counterpart hereof (whether the same or different counterparts) and shall have delivered
(including by way of facsimile transmission) the same to the Administrative Agent (or its
designee). The Administrative Agent shall promptly deliver notice to the Corporation of the
occurrence of the Fourth Amendment Effective Date.



G. From and after the Fourth Amendment Effective Date, all references in the Credit Agreement
and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to
the Credit Agreement as modified hereby. This Amendment shall constitute a Credit Document for all
purposes under the Credit Agreement and the other Credit Documents.



[Signatures appear on the following page.]




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



	 
	 

	STARWOOD HOTELS & RESORTS WORLDWIDE, INC., as the Borrower and

Guarantor

By:

	Name:

	Title:

	 

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

By:

	Name:

	Title:

	 

	SHERATON HOLDING CORPORATION, as Guarantor

By:

	Name:

	Title:

	 

	DEUTSCHE BANK AG, NEW YORK BRANCH,

Individually and as Administrative Agent

By:

	 

	Name:

	Title:

	By:

	 

	Name:

	Title:

	 








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