Domicile of Loans
155159
13.15
Register
155160
13.16
Judgment Currency
156160
13.17
Confidentiality
157161
13.18
Patriot Act
158162
13.19.
Interest Rate Limitation
158162
13.20.
No Fiduciary Duty
158162
13.21.
No Novation, Etc
163
SECTION 14.
BORROWER GUARANTY
159164
14.01
The Guaranty
159164
14.02
Bankruptcy
159164
14.03
Nature of Liability
159164
14.04
Independent Obligation
160165
14.05
Authorization
160165
14.06
Reliance
161166
14.07
Subordination
161166
14.08
Waiver
162167
14.09
Payments
163168
14.10
Consent to Additional Obligations
163168
14.11
Fraudulent Conveyance Limitation
163168
SECTION 15.
SPECIAL PROVISIONS REGARDING ENFORCEMENT UNDER THE
LAWS OF SPAIN
164169
15.01
Administrative Agent Accounting
164169
15.02
Individual Account of Each Spanish Alternate Currency RL Lender
164169
15.03
Determination of Balance Due in the Event of Enforcement Before the
Spanish Courts
164169
15.04
Enforcement Before the Spanish Courts
165170
15.05
Public Deed
165170
(iv)
SCHEDULE I-A
Commitments
SCHEDULE I-B
Alternate Currency Revolving Loan Sub-Commitments
SCHEDULE II
Lender Addresses and Applicable Lending Offices
SCHEDULE III
Certain Provisions Relating to Bankers' Acceptances
SCHEDULE IV
Calculation of the Mandatory Costs
SCHEDULE V
Enforceability Reservations
SCHEDULE 1.15(b)
Existing Bankers' Acceptances
SCHEDULE 2.01(c)
Existing Letters of Credit
SCHEDULE 5.06
Subsidiary Preferred Stock
SCHEDULE 7.13
Scheduled Existing Indebtedness
SCHEDULE 9.01
Existing Liens
EXHIBIT A
Notice of Borrowing
EXHIBIT B
Notice of Competitive Bid Borrowing
EXHIBIT C-1
Domestic Dollar Revolving Note
EXHIBIT C-2
Canadian Dollar Revolving Note
EXHIBIT C-3
Sterling Revolving Note
EXHIBIT C-4
Euro I Revolving Note
EXHIBIT C-5
Euro II Revolving Note
EXHIBIT C-6
Euro III Revolving Note
EXHIBIT C-7
Australian Dollar Revolving Note
EXHIBIT C-8
Yen Revolving Note
EXHIBIT C-9
Other Permitted LIBOR-Based Alternate Currency Revolving Note
EXHIBIT C-10
Mexican Pesos Revolving Note
EXHIBIT C-11
Swingline Note
EXHIBIT C-12
Dollar I Revolving Note
EXHIBIT C-13
Dollar II Revolving Note
EXHIBIT D
Letter of Credit Request
EXHIBIT E
Section 4.04(b)(ii) Certificate
EXHIBIT F-1
Opinion of Weil, Gotshal & Manges LLP, special counsel to the Credit Parties
EXHIBIT F-2
Opinion of Venable LLP, special Maryland counsel to the Corporation
EXHIBIT G
Officers' Certificate
EXHIBIT H-1
Election to Become an Alternate Currency Revolving Loan Borrower
EXHIBIT H-2
Election to Become a Domestic Dollar Revolving Loan Borrower
EXHIBIT I
Assignment and Assumption Agreement
EXHIBIT J
Incremental Revolving Loan Commitment Agreement
(v)
CREDIT AGREEMENT, dated as of April 20, 2010, among STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., a Maryland corporation (the "Corporation"), each additional
Domestic Dollar Revolving Loan Borrower from time to time party hereto, each
additional Alternate Currency Revolving Loan Borrower from time to time party
hereto, the Lenders party hereto from time to time, DEUTSCHE BANK AG NEW YORK
BRANCH, as Administrative Agent (in such capacity, the "Administrative Agent"),
JPMORGAN CHASE BANK, N.A, as Syndication Agent (in such capacity, the
"Syndication Agent"), and DEUTSCHE BANK SECURITIES INC., J.P. MORGAN SECURITIES
INC. and BANC OF AMERICA SECURITIES LLC, as Lead Arrangers and Book Running
Managers (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