Taxes
SCHEDULE 7.17
Scheduled Existing Indebtedness
SCHEDULE 9.01
Existing Liens
EXHIBIT A
Notice of Borrowing
EXHIBIT B
Notice of Competitive Bid Borrowing
EXHIBIT C-1
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
Australian Dollar Revolving Note
EXHIBIT C-7
Yen Revolving Note
EXHIBIT C-8
Other Permitted LIBOR-Based Alternate Currency Revolving Note
EXHIBIT C-9
Swingline Note
EXHIBIT D
Letter of Credit Request
EXHIBIT E
Section 4.04(b)(ii) Certificate
EXHIBIT F-1
Opinion of Sidley Austin LLP, special counsel to the Credit Parties
EXHIBIT F-2
Opinion of Lionel Sawyer & Collins, special Nevada counsel to the Credit
Parties
EXHIBIT F-3
Opinion of Ballard Spahr Andrews & Ingersoll, LLP, special Maryland counsel to
the Credit Parties
EXHIBIT G
Officers' Certificate
EXHIBIT H
Sheraton Guaranty
EXHIBIT I-1
Election to Become an Alternate Currency Revolving Loan Borrower
EXHIBIT I-2
Election to Become a Dollar Revolving Loan Borrower
EXHIBIT J
Subordination Agreement
EXHIBIT K
Assignment and Assumption Agreement
EXHIBIT L
Incremental Revolving Loan Commitment Agreement
(v)
CREDIT AGREEMENT, dated as of February 10, 2006, among STARWOOD HOTELS
& RESORTS WORLDWIDE, INC., a Maryland corporation (the "Corporation"), STARWOOD
HOTELS & RESORTS, a Maryland real estate investment trust ("Starwood REIT"),
each additional 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. and SOCIETE GENERALE, as Syndication Agents
(in such capacity, the "Syndication Agents"), BANK OF AMERICA, N.A. and CALYON
NEW YORK BRANCH, as Documentation Agents (in such capacity, collectively, the
"Documentation Agents" and each, a "Documentation 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 upon the terms and conditions set forth
herein, the Lenders are willing to make available to the Borrowers 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 (including, on and after the initial Incremental Revolving Loan
Commitment Date, in Section 1.19), (x) each RL Lender severally agrees, at any
time and from time to time during the Revolving Credit Period for the respective
Dollar Revolving Loan Borrower, to make a revolving loan or revolving loans in
Dollars to such Dollar Revolving Loan Borrower (each, a "Dollar Revolving Loan"
and, collectively, the "Dollar Revolving Loans") and (y) each Alternate Currency
RL Lender with an Alternate Currency Revolving Loan Sub-Commitment relating to a
given Alternate Currency Revolving Loan Sub-Tranche severally agrees, at any
time and from time