TERMS
Defined Terms
THE AGENTS
Appointment
Nature of Duties
Lack of Reliance on the Agents
Certain Rights of the Agents
Reliance
Indemnification
Each Agent in its Individual Capacity
Holders
Resignation by, or Removal of, the Agents
MISCELLANEOUS
Payment of Expenses, etc.
Right of Setoff
Notices
Benefit of Agreement; Assignments; Participations
No Waiver; Remedies Cumulative
Payments Pro Rata
Calculations; Computations
13.08
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
13.09Counterparts
13.10Effectiveness
13.11Headings Descriptive
13.12Amendment or Waiver; etc.
13.13Survival
13.14Domicile of Loans
13.15Register
13.16[RESERVED]
13.17Confidentiality
13.18Patriot Act
13.19Post-Closing Actions
I
SCHEDULE II
SCHEDULE III
SCHEDULE 5.06
SCHEDULE 7.07
SCHEDULE 7.17
SCHEDULE 9.01
Commitments
Lender Addresses and Applicable Lending Offices
Post Closing Actions
Subsidiary Preferred Stock
Taxes
Scheduled Existing Indebtedness
Existing Liens
EXHIBIT A-1
EXHIBIT A-2
EXHIBIT B-1
EXHIBIT B-2
EXHIBIT C
EXHIBIT D-1
EXHIBIT D-2
EXHIBIT E
EXHIBIT F
EXHIBIT G
EXHIBIT H
Notice of Borrowing
Notice of Conversion/Continuation
B-1 Term Note
B-2 Term Note
Section 4.04(b)(ii) Certificate
Opinion of Weil, Gotshal & Manges LLP, special counsel to the Borrower
Opinion of Venable LLP, special Maryland counsel to the Borrower
Officers' Certificate
Subordination Agreement
Subsidiaries Guaranty
Assignment and Assumption Agreement
2
CREDIT AGREEMENT, dated as of June 29, 2007, among STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., a Maryland corporation (the "Borrower"), the Lenders party
hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent (in
such capacity, the "Administrative Agent"), BANC OF AMERICA SECURITIES LLC as
sole Lead Arranger (in such capacity, the "Lead Arranger") and Joint Book
Running Manager, THE BANK OF NOVA SCOTIA and CITIGROUP GLOBAL MARKETS INC., as
Joint Book Running Managers, THE BANK OF NOVA SCOTIA, CITICORP NORTH AMERICA,
INC and THE ROYAL BANK OF SCOTLAND as Co-Syndication Agents, CALYON NEW YORK
BRANCH, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD, DEUTSCHE BANK AG NEW YORK BRANCH,
and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, JPMORGAN
CHASE BANK, N.A., MIZUHO CORPORATE BANK, LTD and SUMITOMO MITSUI BANKING
CORPORATION, NEW YORK, as Senior Managing Agents, and BANCA NATIONALE DEL LAVORO
S.P.A. AND MORGAN STANLEY BANK, as Managing Agents (all capitalized terms used
herein and defined in Section 11 are used herein as therein defined).
W I T N E S S E T H:
WHEREAS, subject to and upon the terms and conditions set forth herein, the
Lenders are willing to make available to the Borrower the respective credit
facilities provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1.
Amount and Terms of Credit.
1.01 The Commitments. (a) Subject to and upon the terms and conditions set forth
herein, each Lender with a B-1 Term Loan Commitment severally agrees to make a
term loan or term loans (each, an "B-1 Term Loan" and, collectively, the "B-1
Term Loans") to the Borrower, which B-1 Term Loans (i) shall be incurred
pursuant to a single drawing on the Closing Date, (ii) shall be denominated in
Dollars, (iii) except as hereinafter provided, shall, at the option of the
Borrower, be incurred and maintained as, and/or converted into, Base Rate