8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 30, 2003

COMMISSION FILE NUMBER: 1-7959

STARWOOD HOTELS & RESORTS
WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

MARYLAND
(State or other jurisdiction of incorporation or organization)

52-1193298
(I.R.S. employer identification no.)

1111 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604
(Address of principal executive offices, including zip code)

(914) 640-8100
(Registrant’s telephone number, including area code)

COMMISSION FILE NUMBER: 1-6828

STARWOOD HOTELS & RESORTS
(Exact name of registrant as specified in its organizational documents)

MARYLAND
(State or other jurisdiction of incorporation or organization)

52-0901263
(I.R.S. employer identification no.)

1111 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604
(Address of principal executive offices, including zip code)

(914) 640-8100
(Registrant’s telephone number, including area code)

ITEM 5: OTHER EVENTS.

     On June 30, 2003, the Company entered into a second amendment to its senior corporate credit facility with a consortium of lenders led by Deutsche Bank and JP Morgan. Attached as Exhibit 10.1 is a copy of the amendment.

ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

     10.1 Second Amendment to Credit Agreement, dated as of June 30, 2003, among Starwood Hotels & Resorts Worldwide, Inc., certain additional alternate currency revolving loan borrowers, various lenders, Deutsche Bank, AG, New York Branch, as Administrative Agent, JPMorgan Chase Bank, as Syndication Agent, Bank of America, N.A., Fleet National Bank and Societe Generale, as Co-Documentation Agents, and Deutsche Bank Securities Inc and J.P. Morgan Securities Inc. as Co-Lead Arrangers and joint Book Running Managers.

-2-

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

STARWOOD HOTELS & RESORTS	STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
By: /s/ Kenneth S. Siegel	By: /s/ Kenneth S. Siegel
Name: Kenneth S. Siegel Title: Vice President, General           Counsel and Secretary	Name: Kenneth S. Siegel Title: Executive Vice President,           General Counsel and Secretary

Dated: July 7, 2003

Index to Exhibits

     Exhibits

     10.1 Second Amendment to Credit Agreement, dated as of June 30, 2003, among Starwood Hotels & Resorts Worldwide, Inc., certain additional alternate currency revolving loan borrowers, various lenders, Deutsche Bank, AG, New York Branch, as Administrative Agent, JPMorgan Chase Bank, as Syndication Agent, Bank of America, N.A., Fleet National Bank and Societe Generale, as Co-Documentation Agents, and Deutsche Bank Securities Inc and J.P. Morgan Securities Inc. as Co-Lead Arrangers and joint Book Running Managers.

EX-10.1 3 p67998exv10w1.txt EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of June 30, 2003, 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"), the LENDERS from time to time party to the Credit Agreement (the "Lenders"), DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity, the "Administrative Agent"), J.P. MORGAN 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 JP MORGAN SECURITIES INC. as Co-Lead Arrangers and Joint Book Running Managers (in such capacity, collectively, the "Managers"). 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 Corporation, the Lenders, the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and 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"); WHEREAS, the Corporation and its Subsidiaries desire to, inter alia, (i) modify the maximum Consolidated Leverage Ratio set forth in Section 9.06 of the Credit Agreement for the last day of each fiscal quarter ending June 30, 2003 through and including June 30, 2005; (ii) modify the definition of "Applicable Margin" set forth in Section 11.01 of the Credit Agreement; (iii) modify the definition of "Consolidated Indebtedness" set forth in Section 11.01 of the Credit Agreement; (iv) provide for certain conditions with respect to the ability of the Corporation to pay certain Dividends to its shareholders; and (v) permanently reduce the maximum ratio of Encumbered EBITDA to Consolidated EBITDA provided in Section 9.08 of the Credit Agreement; and WHEREAS, in connection with the foregoing, the Corporation and its Subsidiaries wish to request certain modifications to provisions in the Credit Agreement in order to permit the matters described herein, subject to all of the terms and provisions contained in this Amendment and only to the extent set forth in this Amendment. NOW, THEREFORE, it is agreed: SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT. 1.01. Maximum Consolidated Leverage Ratio; Section 9.06. From and after the Second Amendment Effective Date (as defined below), Section 9.06 of the Credit Agreement shall be amended by (i) deleting the table appearing in said Section in its entirety and (ii) inserting the following new table in lieu thereof:

"Fiscal Quarter Ending Ratio ---------------------- ----- March 31, 2003 5.75:1.00 June 30, 2003 6.25:1.00 September 30, 2003 6.00:1.00 December 31, 2003 6.00:1.00 March 31, 2004 6.00:1.00 June 30, 2004 5.75:1.00 September 30, 2004 5.50:1.00 December 31, 2004 5.50:1.00 March 31, 2005 5.25:1.00 June 30, 2005 5.00:1.00 Each fiscal quarter ending on or after 4.50:1.00 September 30, 2005 and on or prior to June 30, 2006 Each fiscal quarter ending after 4.00:1.00". June 30, 2006

1.02. Unencumbered EBITDA Ratio; Section 9.08. From and after the Second Amendment Effective Date, Section 9.08 of the Credit Agreement shall be amended by deleting the text "0.36:1.00" appearing in said Section and inserting the text "(x) in the case of any Test Period ending on or prior to June 30, 2003, 0.36:1.00 and (y) in the case of any Test Period ended thereafter, 0.30:1.00" in lieu thereof. 1.03. Definition of "Applicable Margin"; Section 11.01. From and after the Second Amendment Effective Date, the definition of "Applicable Margin" appearing in Section 11.01 of the Credit Agreement shall be amended by (a) (i) deleting the text "or Level 9, as the case may be" appearing in said definition and (ii) inserting the text ", Level 9 or Level 10, as the case may be" in lieu thereof, (b) (i) deleting the table set forth after subsection (D) of the first proviso appearing in said definition and (ii) inserting in lieu thereof the following new table:

Level Consolidated Euro Rate Loan Margin Base Rate Loan and Leverage Ratio Canadian Prime Rate Loan Margin ------ --------------- --------------------- -------------------- 6 less than 4.50 1.250% 0.250% 7 greater than or equal to 4.50 less than 5.00 1.500% 0.500% 8 greater than or equal to 5.00 less than 5.50 1.625% 0.625% 9 greater than or equal to 5.50 less than 5.75 1.875% 0.875% 10 greater than or equal to 5.75x 2.250% 1.250%

and (c) (i) deleting each reference to "Level 9" in subclauses (x) and (z) of the second proviso appearing in said definition and (ii) inserting in lieu thereof the text "Level 10". 1.04. Definition of "Consolidated Indebtedness"; Section 11.01. From and after the Second Amendment Effective Date, the definition of "Consolidated Indebtedness" appearing in Section 11.01 of the Credit Agreement shall be amended by inserting the following text immediately prior to the period at the end of the last sentence of said definition: "and, provided further, that for purposes of calculating "Consolidated Indebtedness" at any time on or prior to the earlier of (i) November 15, 2003 and (ii) the Segregated Funds Withdrawal Date, "Consolidated Indebtedness" (determined as otherwise required above in this definition) shall be reduced by the lesser of (x) the aggregate amount of the Segregated Funds at such time (in the case of Segregated Funds constituting Cash Equivalents, taking the fair market value thereof as reasonably determined by management of the Corporation) and (y) $250,000,000.". 1.05. Certain New Definitions. From and after the Second Amendment Effective Date, the following defined terms, as used in this Amendment, shall have the following meanings and Section 11.01 of the Credit Agreement is hereby amended by inserting in said Section 11.01, in appropriate alphabetical order, the following defined terms: "Designated Assets" shall mean any of those eighteen (18) Hotels owned by Domestic Subsidiaries of the Corporation as set forth in an officer's certificate from an Authorized Officer of the Corporation delivered to the Administrative Agent prior to the date hereof, which Hotels may be sold in a single transaction or in any combination or series of transactions. "Sheraton 7-Year Senior Notes" shall mean those certain Senior Notes issued by Sheraton in the aggregate principal amount of $250.0 million due November 15, 2003, as described in the first line of item 1 on Part I of Schedule 7.17 to the Credit Agreement. "Segregated Funds" shall mean cash and Cash Equivalents of the Credit Parties which (i) represent (directly or indirectly) the net sale proceeds received by any Credit Party from the sale of Designated Assets, (ii) are specifically designated by the Corporation for use solely to repay the Sheraton 7-Year Senior Notes pursuant to an officer's certificate from an Authorized Officer of the Corporation (x) delivered to the Administrative Agent within fifteen (15) Business Days following the respective sale of Designated Assets and (y) specifically identifying the initial amount of the cash and Cash Equivalents constituting net sale proceeds from the respective sale of Designated Assets to be so designated as "Segregated Funds" and (iii) are at all times held in one or more segregated accounts of the Credit Parties (and are not commingled with any other funds of the Credit Parties) until utilized to repay in full the Sheraton 7-Year Senior Notes in accordance with their terms; provided that, notwithstanding the foregoing, (x) the cash and Cash Equivalents described above shall not constitute "Segregated Funds" at any time on or after the Segregated Funds Withdrawal Date, (y) the Corporation may from time to time withdraw from the segregated accounts described above cash and Cash Equivalents which solely represent interest or other returns on investment on funds then constituting "Segregated Funds", and (z) in the event that the Corporation or any other Credit Party wishes to withdraw funds theretofore constituting "Segregated Funds" from any segregated account described above (other than in accordance with the requirements of preceding clause (y)), an Authorized Officer of the Corporation shall deliver an officer's certificate to the Administrative Agent (I) demonstrating "pro forma" compliance with Section 9.06 as at the last day of the fiscal quarter then last ended (for such purposes, recalculating the Consolidated Leverage Ratio using Consolidated Indebtedness as at the last day of such fiscal quarter (for such purposes, calculated as otherwise required pursuant to this Agreement as at such date but without giving effect to the last proviso appearing in the definition of "Consolidated Indebtedness"), (II) containing the calculations (in reasonable detail) required to demonstrate compliance pursuant to preceding clause (I), and (III) acknowledging that upon any such withdrawal, the amount of the "Segregated Funds" shall at all times thereafter be zero. "Segregated Funds Withdrawal Date" shall mean the date of any withdrawal of funds (whether cash or Cash Equivalents) then constituting "Segregated Funds" from the segregated accounts referred to in the definition thereof other than in reliance on clause (y) of the proviso contained in said definition. 1.06. Restrictions on Dividends. Notwithstanding anything to the contrary contained in Section 9.03 of the Credit Agreement, from and after the Second Amendment Effective Date to and including June 30, 2005, during the 364-day period ending on the date of a proposed dividend declaration, the Corporation shall not, and shall not permit Starwood REIT to, declare the payment of cash dividends to their respective shareholders (in the case of a dividend declared by Starwood REIT, excluding dividends to be paid to the Corporation or any Wholly-Owned Subsidiary of the Corporation) in an aggregate amount in excess of 25% of Consolidated EBITDA for the Test Period last ended on or prior to the respective date of declaration; provided, that (i) any dividend declared in reliance on the preceding provisions of this Section 6 shall be paid within 90 days of the respective date of declaration and (ii) nothing contained in this Section 6 will limit the requirements applicable to the payment of Dividends by the Corporation pursuant to Section 9.03(ii) of the Credit Agreement. 1.07. Acknowledgement. Each Borrower and each Lender acknowledges and agrees that (I) any withdrawal of funds then constituting "Segregated Funds" from the segregated accounts referred to in the definition thereof other than (i) in accordance with clause (y) or (z) of the proviso contained in the definition of "Segregated Funds" or (ii) to repay in full (on such date of withdrawal) the Sheraton 7-Year Senior Notes in accordance with their terms, and (II) any violation of the provisions of Section 6 of Part I of this Amendment shall, in either case, constitute an Event of Default for all purposes of the Credit Agreement and the other Credit Documents. SECTION 2. 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 Second 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 Second 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 "Second Amendment Effective Date") when each of the Borrowers, each Guarantor and the Required Lenders 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). Administrative Agent shall promptly deliver notice to the Corporation of the occurrence of the Second Amendment Effective Date. G. From and after the Second 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. H. The Borrowers hereby covenant and agree that, so long as the Second Amendment Effective Date occurs, they shall pay (and shall be jointly and severally obligated to pay) each Lender which executes and delivers to the Administrative Agent (or its designee) a counterpart hereof by the later to occur of (x) the close of business on the Second Amendment Effective Date or (y) 12:00 p.m. (New York time) on Monday, June 30, 2003 (the "Outside Date"), or which is an immediate or successive assignee of any Lender described above (with respect to amounts obtained, directly or indirectly, by assignment from such Lender), a non-refundable cash fee in an amount equal to twenty basis points (0.20%) of an amount equal to the sum of (x) the outstanding principal amount of Term Loans of such Lender and (y) the Revolving Loan Commitment of such Lender, in each case as same is in effect on the Second Amendment Effective Date, which fees shall be paid by the Borrowers to the Administrative Agent for distribution to the Lenders not later than the fifth (5th) Business Day following the Outside Date. [Signatures appear on the following page.] 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: /s/ Ronald C. Brown ---------------------------------------- Name: Ronald C. Brown Title: EVP & CFO STARWOOD CANADA CORP., as an Alternate Currency Revolving Loan Borrower By: /s/ Ronald C. Brown ---------------------------------------- Name: Ronald C. Brown Title: EVP & CFO SHERATON HOLDING CORPORATION, as Guarantor By: /s/ Ronald C. Brown ---------------------------------------- Name: Ronald C. Brown Title: EVP & CFO DEUTSCHE BANK AG, NEW YORK BRANCH, Individually and as Administrative Agent By: /s/ Brenda Casey ---------------------------------------- Name: Brenda Casey Title: Vice President By: /s/ Steven P. Lapham ---------------------------------------- Name: Steven P. Lapham Title: Director SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: BANK OF LENMI USA ------------------------------------------- By: /s/ Joung Nee Hong ---------------------------------------- Name: Joung Nee Hong Title: Vice President SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: Bank of America, N.A. --------------------- By: /s/ Ansel McDowell ---------------------------------------- Name: Ansel McDowell Title: Principal SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: BANK OF HAWAII ------------------------------------------- By: /s/ Arnold D. Martines ---------------------------------------- Name: ARNOLD D. MARTINES Title: Vice President SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: BANK OF MONTREAL ------------------------------------------- By: /s/ Greg K. Steele ---------------------------------------- Name: Greg K. Steele Title: Vice President SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: The Bank of Nova Scotia, New York Agency ------------------------------------------- By: /s/ T. J. McNaught ---------------------------------------- Name: T. J. McNaught Title: Director SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: Bank One, NA ------------------------------------------- By: /s/ Dennis J. Redjalt ---------------------------------------- Name: Dennis J. Redjalt Title: Director SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: BNP PARIBAS ------------------------------------------- By: /s/ Janice Ho ---------------------------------------- Name: Janice Ho Title: Director By: /s/ G. Bettles ---------------------------------------- Name: G. Bettles Title: Managing Director SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: Centurion CDO II, Ltd. By: American Express Asset Management Group Inc. as Collateral Manager ------------------------------------------- By: /s/ Leanne Stavrakis ---------------------------------------- Name: Leanne Stavrakis Title: Director - Operations SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: Sequile - Centurion V, Ltd. By: American Express Asset Management Group Inc. as Collateral Manager ------------------------------------------- By: /s/ Leanne Stavrakis ---------------------------------------- Name: Leanne Stavrakis Title: Director - Operations SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH ------------------------------------------- By: /s/ Ming-Hsien Lin ---------------------------------------- Name: Ming-Hsien Lin Title: SVP & General Manager SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: Chiao Tung Bank Co., Ltd. ------------------------------------------- By: /s/ Chun-Kai Hu ---------------------------------------- Name: Chun-Kai Hu Title: VP & AGM SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: Credit Lyonnais New York Branch ------------------------------------------- By: /s/ Jan Hazelton ---------------------------------------- Name: Jan Hazelton Title: Vice President SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: Credit Lyonnais New York Branch ------------------------------------------- By: /s/ Jan Hazelton ---------------------------------------- Name: Jan Hazelton Title: Vice President SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: ERSTE BANK, NEW YORK BRANCH ------------------------------------------- By: /s/ Gregory T. Aptman ---------------------------------------- Name: Gregory T. Aptman Title: Vice President By: /s/ Bryan Lynch ---------------------------------------- Name: Bryan Lynch Title: First Vice President SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: First Commercial Bank, New York Agency ------------------------------------------- By: /s/ Bruce Ju ---------------------------------------- Name: Bruce Ju Title: V. P. & General Manager SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: First Hawaiian Bank ------------------------------------------- By: /s/ Charles L. Jenkins ---------------------------------------- Name: Charles L. Jenkins Title: Vice President, Manager SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: Fleet National Bank By: /s/ Kathleen M. Ahern ---------------------------------------- Name: Kathleen M. Ahern Title: Director SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: Grayston CLO 2001-01 Ltd. By: Bear Stearns Asset Management, Inc. as its Collateral Manager ------------------------------------------- By: /s/ Jonathan Berg ---------------------------------------- Name: Jonathan Berg Title: Vice President SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: GULF STREAM - COMPASS CLO 2002-1, Ltd. by: Gulf Stream Asset Management, LLC as Collateral Manager ------------------------------------------- By: /s/ Bakey K. Love ---------------------------------------- Name: Bakey K. Love Title: Chief Credit Officer SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: ING CAPITAL LLC By: /s/ A. Adam Troso ---------------------------------------- Name: A. Adam Troso Title: Vice President SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: JFMorgan Chase Bank By: /s/ Donald Shokrian ---------------------------------------- Name: Donald Shokrian Title: Managing Director SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: KATONAH I, LTD. ------------------------------------------- By: /s/ Ralph Della Rocca ---------------------------------------- Name: Ralph Della Rocca Title: Authorized Officer Katonah Capital, L.L.C. As Manager SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: KATONAH II, LTD. ------------------------------------------- By: /s/ Ralph Della Rocca ---------------------------------------- Name: Ralph Della Rocca Title: Authorized Officer Katonah Capital, L.L.C. As Manager SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: KATONAH III, LTD. ------------------------------------------- By: /s/ Ralph Della Rocca ---------------------------------------- Name: Ralph Della Rocca Title: Authorized Officer Katonah Capital, L.L.C. As Manager SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: KATONAH IV, LTD. ------------------------------------------- By: /s/ Ralph Della Rocca ---------------------------------------- Name: Ralph Della Rocca Title: Authorized Officer Katonah Capital, L.L.C. As Manager SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: KATONAH V, LTD. ------------------------------------------- By: /s/ Ralph Della Rocca ---------------------------------------- Name: Ralph Della Rocca Title: Authorized Officer Katonah Capital, L.L.C. As Manager SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: LEHMAN COMMERCIAL PAPER INC. By: /s/ Jane E. Gillard ---------------------------------------- Name: Jane E. Gillard Title: Authorized Signatory SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: THE NORINCHUKIN BANK, NEW YORK BRANCH By: /s/ Fumiaki Ono ---------------------------------------- Name: FUMIAKI ONO Title: GENERAL MANAGER SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO-DOCUMENTATION AGENTS NAME OF INSTITUTION: Octagon Investment Partners II, LLC By: Octagon Credit Investors, LLC as sub-investment manager By: /s/ Michael B. Nechamkin ---------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO-DOCUMENTATION AGENTS NAME OF INSTITUTION: Octagon Investment Partners III, Ltd. By: Octagon Credit Investors, LLC as Portfolio Manager By: /s/ Michael B. Nechamkin ---------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO-DOCUMENTATION AGENTS NAME OF INSTITUTION: Octagon Investment Partners IV, Ltd. By: Octagon Credit Investors, LLC as collateral manager By: /s/ Michael B. Nechamkin ---------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, THE VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO-DOCUMENTATION AGENTS NAME OF INSTITUTION: Octagon Investment Partners V, Ltd. By: Octagon Credit Investors, LLC as Portfolio Manager By: /s/ Michael B. Nechamkin ---------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: SANPAOLO IMI S.p.A. By: /s/ Cathy R. Lesse ---------------------------------------- Name: Cathy R. Lesse Title: Vice President By: /s/ Carlos Persico ---------------------------------------- Name: Carlos Persico Title: CEO for the Amerigas SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: SANPAOLO IMI S.p.A. By: /s/ Cathy R. Lesse ---------------------------------------- Name: Cathy R. Lesse Title: Vice President By: /s/ Carlos Persico ---------------------------------------- Name: Carlos Persico Title: CEO for the Amerigas SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: Sierra CLO I ------------------------------------------- By: /s/ John M. Caspatian ---------------------------------------- Name: John M. Caspatian Title: Chief Operating Officer Centre Pacific, Manager SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: Societe Generate ------------------------------------------- By: /s/ Thomas K. Day ---------------------------------------- Name: Thomas K. Day Title: Managing Director SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF JUNE 30, 2003, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 9, 2002, AMONG STARWOOD HOTELS & RESORTS WORLDWIDE, INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS, VARIOUS LENDERS PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, J.P. MORGAN CHASE BANK, AS SYNDICATION AGENT AND BANK OF AMERICA, N.A., FLEET NATIONAL BANK AND SOCIETE GENERALE, AS CO- DOCUMENTATION AGENTS NAME OF INSTITUTION: UBS AG, STAMFORD BRANCH By: /s/ Anthony N. Joeseph ---------------------------------------- Name: Anthony N. Joeseph Title: Associate Director Banking Products Services, US By: /s/ Jennifer L. Poccia ---------------------------------------- Name: Jennifer L. Poccia Title: Associate Director Banking Products Services, US -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

                                                                    Exhibit 10.1

                      SECOND AMENDMENT TO CREDIT AGREEMENT

                  SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of June 30, 2003, 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"), the
LENDERS from time to time party to the Credit Agreement (the "Lenders"),
DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity,
the "Administrative Agent"), J.P. MORGAN 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 JP MORGAN SECURITIES INC. as
Co-Lead Arrangers and Joint Book Running Managers (in such capacity,
collectively, the "Managers"). 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 Corporation, the Lenders, the Administrative
Agent, the Syndication Agent, the Co-Documentation Agents and 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");

                  WHEREAS, the Corporation and its Subsidiaries desire to, inter
alia, (i) modify the maximum Consolidated Leverage Ratio set forth in Section
9.06 of the Credit Agreement for the last day of each fiscal quarter ending June
30, 2003 through and including June 30, 2005; (ii) modify the definition of
"Applicable Margin" set forth in Section 11.01 of the Credit Agreement; (iii)
modify the definition of "Consolidated Indebtedness" set forth in Section 11.01
of the Credit Agreement; (iv) provide for certain conditions with respect to the
ability of the Corporation to pay certain Dividends to its shareholders; and (v)
permanently reduce the maximum ratio of Encumbered EBITDA to Consolidated EBITDA
provided in Section 9.08 of the Credit Agreement; and

                  WHEREAS, in connection with the foregoing, the Corporation and
its Subsidiaries wish to request certain modifications to provisions in the
Credit Agreement in order to permit the matters described herein, subject to all
of the terms and provisions contained in this Amendment and only to the extent
set forth in this Amendment.

                  NOW, THEREFORE, it is agreed:

                  SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.

                  1.01. Maximum Consolidated Leverage Ratio; Section 9.06. From
and after the Second Amendment Effective Date (as defined below), Section 9.06
of the Credit Agreement shall be amended by (i) deleting the table appearing in
said Section in its entirety and (ii) inserting the following new table in lieu
thereof:



                  "Fiscal Quarter Ending                                Ratio
                  ----------------------                                -----
                                                                    
                  March 31, 2003                                       5.75:1.00
                  June 30, 2003                                        6.25:1.00
                  September 30, 2003                                   6.00:1.00
                  December 31, 2003                                    6.00:1.00

                  March 31, 2004                                       6.00:1.00
                  June 30, 2004                                        5.75:1.00
                  September 30, 2004                                   5.50:1.00
                  December 31, 2004                                    5.50:1.00

                  March 31, 2005                                       5.25:1.00
                  June 30, 2005                                        5.00:1.00

                  Each fiscal quarter ending on or after               4.50:1.00
                  September 30, 2005 and on or prior to
                  June 30, 2006

                  Each fiscal quarter ending after                     4.00:1.00".
                  June 30, 2006


                  1.02. Unencumbered EBITDA Ratio; Section 9.08. From and after
the Second Amendment Effective Date, Section 9.08 of the Credit Agreement shall
be amended by deleting the text "0.36:1.00" appearing in said Section and
inserting the text "(x) in the case of any Test Period ending on or prior to
June 30, 2003, 0.36:1.00 and (y) in the case of any Test Period ended
thereafter, 0.30:1.00" in lieu thereof.

                  1.03. Definition of "Applicable Margin"; Section 11.01. From
and after the Second Amendment Effective Date, the definition of "Applicable
Margin" appearing in Section 11.01 of the Credit Agreement shall be amended by
(a) (i) deleting the text "or Level 9, as the case may be" appearing in said
definition and (ii) inserting the text ", Level 9 or Level 10, as the case may
be" in lieu thereof, (b) (i) deleting the table set forth after subsection (D)
of the first proviso appearing in said definition and (ii) inserting in lieu
thereof the following new table:



      Level         Consolidated                                       Euro Rate Loan Margin       Base Rate Loan and
                    Leverage Ratio                                                                 Canadian Prime Rate
                                                                                                      Loan Margin
     ------        ---------------                                    ---------------------       --------------------
                                                                                         
        6           less than 4.50                                        1.250%                    0.250%
        7           greater than or equal to 4.50 less than 5.00          1.500%                    0.500%
        8           greater than or equal to 5.00 less than 5.50          1.625%                    0.625%
        9           greater than or equal to 5.50 less than 5.75          1.875%                    0.875%
        10          greater than or equal to 5.75x                        2.250%                    1.250%


and (c) (i) deleting each reference to "Level 9" in subclauses (x) and (z) of
the second proviso appearing in said definition and (ii) inserting in lieu
thereof the text "Level 10".

                  1.04. Definition of "Consolidated Indebtedness"; Section
11.01. From and after the Second Amendment Effective Date, the definition of
"Consolidated Indebtedness" appearing in Section 11.01 of the Credit Agreement
shall be amended by inserting the following text immediately prior to the period
at the end of the last sentence of said definition:

                  "and, provided further, that for purposes of calculating
                  "Consolidated Indebtedness" at any time on or prior to the
                  earlier of (i) November 15, 2003 and (ii) the Segregated Funds
                  Withdrawal Date, "Consolidated Indebtedness" (determined as
                  otherwise required above in this definition) shall be reduced
                  by the lesser of (x) the aggregate amount of the Segregated
                  Funds at such time (in the case of Segregated Funds
                  constituting Cash Equivalents, taking the fair market value
                  thereof as reasonably determined by management of the
                  Corporation) and (y) $250,000,000.".

                  1.05. Certain New Definitions. From and after the Second
Amendment Effective Date, the following defined terms, as used in this
Amendment, shall have the following meanings and Section 11.01 of the Credit
Agreement is hereby amended by inserting in said Section 11.01, in appropriate
alphabetical order, the following defined terms:

                  "Designated Assets" shall mean any of those eighteen (18)
         Hotels owned by Domestic Subsidiaries of the Corporation as set forth
         in an officer's certificate from an Authorized Officer of the
         Corporation delivered to the Administrative Agent prior to the date
         hereof, which Hotels may be sold in a single transaction or in any
         combination or series of transactions.

                  "Sheraton 7-Year Senior Notes" shall mean those certain Senior
         Notes issued by Sheraton in the aggregate principal amount of $250.0
         million due November 15, 2003, as described in the first line of item 1
         on Part I of Schedule 7.17 to the Credit Agreement.

                  "Segregated Funds" shall mean cash and Cash Equivalents of the
         Credit Parties which (i) represent (directly or indirectly) the net
         sale proceeds received by any Credit Party from the sale of Designated
         Assets, (ii) are specifically designated by the Corporation for use
         solely to repay the Sheraton 7-Year Senior Notes pursuant to an
         officer's certificate from an Authorized Officer of the Corporation (x)
         delivered to the Administrative Agent within fifteen (15) Business Days
         following the respective sale of Designated Assets and (y) specifically
         identifying the initial amount of the cash and Cash Equivalents
         constituting net sale proceeds from the respective sale of Designated
         Assets to be so designated as "Segregated Funds" and (iii) are at all
         times held in one or more segregated accounts of the Credit Parties
         (and are not commingled with any other funds of the Credit Parties)
         until utilized to repay in full the Sheraton 7-Year Senior Notes in
         accordance with their terms; provided that, notwithstanding the
         foregoing, (x) the cash and Cash Equivalents described above shall not
         constitute "Segregated Funds" at any time on or after the Segregated
         Funds Withdrawal Date, (y) the Corporation may from time to time
         withdraw from the segregated accounts described above cash and Cash
         Equivalents which solely represent interest or other returns on
         investment on funds then constituting "Segregated Funds", and (z) in
         the event that the Corporation or any other Credit Party wishes to
         withdraw funds theretofore constituting "Segregated Funds" from any
         segregated account described above (other than in accordance with the
         requirements of preceding clause (y)), an Authorized Officer of the
         Corporation shall deliver an officer's certificate to the

         Administrative Agent (I) demonstrating "pro forma" compliance with
         Section 9.06 as at the last day of the fiscal quarter then last ended
         (for such purposes, recalculating the Consolidated Leverage Ratio using
         Consolidated Indebtedness as at the last day of such fiscal quarter
         (for such purposes, calculated as otherwise required pursuant to this
         Agreement as at such date but without giving effect to the last proviso
         appearing in the definition of "Consolidated Indebtedness"), (II)
         containing the calculations (in reasonable detail) required to
         demonstrate compliance pursuant to preceding clause (I), and (III)
         acknowledging that upon any such withdrawal, the amount of the
         "Segregated Funds" shall at all times thereafter be zero.

                  "Segregated Funds Withdrawal Date" shall mean the date of any
         withdrawal of funds (whether cash or Cash Equivalents) then
         constituting "Segregated Funds" from the segregated accounts referred
         to in the definition thereof other than in reliance on clause (y) of
         the proviso contained in said definition.


                  1.06. Restrictions on Dividends. Notwithstanding anything to
the contrary contained in Section 9.03 of the Credit Agreement, from and after
the Second Amendment Effective Date to and including June 30, 2005, during the
364-day period ending on the date of a proposed dividend declaration, the
Corporation shall not, and shall not permit Starwood REIT to, declare the
payment of cash dividends to their respective shareholders (in the case of a
dividend declared by Starwood REIT, excluding dividends to be paid to the
Corporation or any Wholly-Owned Subsidiary of the Corporation) in an aggregate
amount in excess of 25% of Consolidated EBITDA for the Test Period last ended on
or prior to the respective date of declaration; provided, that (i) any dividend
declared in reliance on the preceding provisions of this Section 6 shall be paid
within 90 days of the respective date of declaration and (ii) nothing contained
in this Section 6 will limit the requirements applicable to the payment of
Dividends by the Corporation pursuant to Section 9.03(ii) of the Credit
Agreement.

                  1.07. Acknowledgement. Each Borrower and each Lender
acknowledges and agrees that (I) any withdrawal of funds then constituting
"Segregated Funds" from the segregated accounts referred to in the definition
thereof other than (i) in accordance with clause (y) or (z) of the proviso
contained in the definition of "Segregated Funds" or (ii) to repay in full (on
such date of withdrawal) the Sheraton 7-Year Senior Notes in accordance with
their terms, and (II) any violation of the provisions of Section 6 of Part I of
this Amendment shall, in either case, constitute an Event of Default for all
purposes of the Credit Agreement and the other Credit Documents.

                  SECTION 2. 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
Second 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 Second 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
"Second Amendment Effective Date") when each of the Borrowers, each Guarantor
and the Required Lenders 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).
Administrative Agent shall promptly deliver notice to the Corporation of the
occurrence of the Second Amendment Effective Date.

                  G. From and after the Second 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.

                  H. The Borrowers hereby covenant and agree that, so long as
the Second Amendment Effective Date occurs, they shall pay (and shall be jointly
and severally obligated to pay) each Lender which executes and delivers to the
Administrative Agent (or its designee) a counterpart hereof by the later to
occur of (x) the close of business on the Second Amendment Effective Date or (y)
12:00 p.m. (New York time) on Monday, June 30, 2003 (the "Outside Date"), or
which is an immediate or successive assignee of any Lender described above (with
respect to amounts obtained, directly or indirectly, by assignment from such
Lender), a non-refundable cash fee in an amount equal to twenty basis points
(0.20%) of an amount equal to the sum of (x) the outstanding principal amount of
Term Loans of such Lender and (y) the Revolving Loan Commitment of such Lender,
in each case as same is in effect on the Second Amendment Effective Date, which
fees shall be paid by the Borrowers to the Administrative Agent for distribution
to the Lenders not later than the fifth (5th) Business Day following the Outside
Date.

                   [Signatures appear on the following page.]





      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:   /s/ Ronald C. Brown
                                        ----------------------------------------
                                        Name:  Ronald C. Brown
                                        Title: EVP & CFO

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

                                     By:   /s/ Ronald C. Brown
                                        ----------------------------------------
                                        Name:  Ronald C. Brown
                                        Title: EVP & CFO

                                     SHERATON HOLDING CORPORATION, as
                                       Guarantor

                                     By:   /s/ Ronald C. Brown
                                        ----------------------------------------
                                        Name:  Ronald C. Brown
                                        Title: EVP & CFO

                                     DEUTSCHE BANK AG, NEW YORK
                                       BRANCH,
                                       Individually and as Administrative Agent

                                     By:   /s/ Brenda Casey
                                        ----------------------------------------
                                        Name:  Brenda Casey
                                        Title: Vice President

                                     By:   /s/ Steven P. Lapham
                                        ----------------------------------------
                                        Name:  Steven P. Lapham
                                        Title: Director

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     BANK OF LENMI USA
                                     -------------------------------------------

                                     By:   /s/ Joung Nee Hong
                                        ----------------------------------------
                                        Name:  Joung Nee Hong
                                        Title: Vice President

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     Bank of America, N.A.
                                     ---------------------

                                     By:   /s/ Ansel McDowell
                                        ----------------------------------------
                                        Name:  Ansel McDowell
                                        Title: Principal

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     BANK OF HAWAII
                                     -------------------------------------------

                                     By:   /s/ Arnold D. Martines
                                        ----------------------------------------
                                        Name:  ARNOLD D. MARTINES
                                        Title: Vice President

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     BANK OF MONTREAL
                                     -------------------------------------------

                                     By:   /s/ Greg K. Steele
                                        ----------------------------------------
                                        Name:  Greg K. Steele
                                        Title: Vice President

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     The Bank of Nova Scotia, New York Agency
                                     -------------------------------------------

                                     By:   /s/ T. J. McNaught
                                        ----------------------------------------
                                        Name:  T. J. McNaught
                                        Title: Director

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     Bank One, NA
                                     -------------------------------------------

                                     By:   /s/ Dennis J. Redjalt
                                        ----------------------------------------
                                        Name:  Dennis J. Redjalt
                                        Title: Director

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     BNP PARIBAS
                                     -------------------------------------------

                                     By:   /s/ Janice Ho
                                        ----------------------------------------
                                        Name:  Janice Ho
                                        Title: Director

                                     By:   /s/ G. Bettles
                                        ----------------------------------------
                                        Name:  G. Bettles
                                        Title: Managing Director

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     Centurion CDO II, Ltd.
                                     By: American Express Asset Management Group
                                         Inc.
                                         as Collateral Manager
                                     -------------------------------------------

                                     By:   /s/ Leanne Stavrakis
                                        ----------------------------------------
                                        Name:  Leanne Stavrakis
                                        Title: Director - Operations

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     Sequile - Centurion V, Ltd.
                                     By: American Express Asset Management Group
                                         Inc.
                                         as Collateral Manager
                                     -------------------------------------------

                                     By:   /s/ Leanne Stavrakis
                                        ----------------------------------------
                                        Name:  Leanne Stavrakis
                                        Title: Director - Operations

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     CHANG HWA COMMERCIAL BANK, LTD.,
                                     NEW YORK BRANCH
                                     -------------------------------------------

                                     By:   /s/ Ming-Hsien Lin
                                        ----------------------------------------
                                        Name:  Ming-Hsien Lin
                                        Title: SVP & General Manager

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     Chiao Tung Bank Co., Ltd.
                                     -------------------------------------------

                                     By:   /s/ Chun-Kai Hu
                                        ----------------------------------------
                                        Name:  Chun-Kai Hu
                                        Title: VP & AGM

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     Credit Lyonnais New York Branch
                                     -------------------------------------------

                                     By:   /s/ Jan Hazelton
                                        ----------------------------------------
                                        Name:  Jan Hazelton
                                        Title: Vice President

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     Credit Lyonnais New York Branch
                                     -------------------------------------------

                                     By:   /s/ Jan Hazelton
                                        ----------------------------------------
                                        Name:  Jan Hazelton
                                        Title: Vice President

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     ERSTE BANK, NEW YORK BRANCH
                                     -------------------------------------------

                                     By:   /s/ Gregory T. Aptman
                                        ----------------------------------------
                                        Name:  Gregory T. Aptman
                                        Title: Vice President

                                     By:   /s/ Bryan Lynch
                                        ----------------------------------------
                                        Name:  Bryan Lynch
                                        Title: First Vice President

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     First Commercial Bank, New York Agency
                                     -------------------------------------------

                                     By:   /s/ Bruce Ju
                                        ----------------------------------------
                                        Name:  Bruce Ju
                                        Title: V. P. & General Manager

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     First Hawaiian Bank
                                     -------------------------------------------

                                     By:   /s/ Charles L. Jenkins
                                        ----------------------------------------
                                        Name:  Charles L. Jenkins
                                        Title: Vice President, Manager

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     Fleet National Bank

                                     By:   /s/ Kathleen M. Ahern
                                        ----------------------------------------
                                        Name:  Kathleen M. Ahern
                                        Title: Director

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     Grayston CLO 2001-01 Ltd.
                                     By: Bear Stearns Asset Management, Inc.
                                     as its Collateral Manager
                                     -------------------------------------------

                                     By:   /s/ Jonathan Berg
                                        ----------------------------------------
                                        Name:  Jonathan Berg
                                        Title: Vice President

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     GULF STREAM - COMPASS CLO 2002-1, Ltd.
                                     by: Gulf Stream Asset Management, LLC as
                                     Collateral Manager
                                     -------------------------------------------

                                     By:   /s/ Bakey K. Love
                                        ----------------------------------------
                                        Name:  Bakey K. Love
                                        Title: Chief Credit Officer

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     ING CAPITAL LLC

                                     By:   /s/ A. Adam Troso
                                        ----------------------------------------
                                        Name:  A. Adam Troso
                                        Title: Vice President

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     JFMorgan Chase Bank

                                     By:   /s/ Donald Shokrian
                                        ----------------------------------------
                                        Name:  Donald Shokrian
                                        Title: Managing Director

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     KATONAH I, LTD.
                                     -------------------------------------------

                                     By:   /s/ Ralph Della Rocca
                                        ----------------------------------------
                                        Name:  Ralph Della Rocca
                                        Title: Authorized Officer
                                               Katonah Capital, L.L.C.
                                               As Manager

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     KATONAH II, LTD.
                                     -------------------------------------------

                                     By:   /s/ Ralph Della Rocca
                                        ----------------------------------------
                                        Name:  Ralph Della Rocca
                                        Title: Authorized Officer
                                               Katonah Capital, L.L.C.
                                               As Manager

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     KATONAH III, LTD.
                                     -------------------------------------------

                                     By:   /s/ Ralph Della Rocca
                                        ----------------------------------------
                                        Name:  Ralph Della Rocca
                                        Title: Authorized Officer
                                               Katonah Capital, L.L.C.
                                               As Manager

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     KATONAH IV, LTD.
                                     -------------------------------------------

                                     By:   /s/ Ralph Della Rocca
                                        ----------------------------------------
                                        Name:  Ralph Della Rocca
                                        Title: Authorized Officer
                                               Katonah Capital, L.L.C.
                                               As Manager

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     KATONAH V, LTD.
                                     -------------------------------------------

                                     By:   /s/ Ralph Della Rocca
                                        ----------------------------------------
                                        Name:  Ralph Della Rocca
                                        Title: Authorized Officer
                                               Katonah Capital, L.L.C.
                                               As Manager

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     LEHMAN COMMERCIAL PAPER INC.

                                     By:   /s/ Jane E. Gillard
                                        ----------------------------------------
                                        Name:  Jane E. Gillard
                                        Title: Authorized Signatory

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     THE NORINCHUKIN BANK, NEW YORK BRANCH

                                     By:   /s/ Fumiaki Ono
                                        ----------------------------------------
                                        Name:  FUMIAKI ONO
                                        Title: GENERAL MANAGER

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, THE VARIOUS
                                     LENDERS PARTY THERETO, DEUTSCHE BANK AG,
                                     NEW YORK BRANCH, AS ADMINISTRATIVE AGENT,
                                     J.P. MORGAN CHASE BANK, AS SYNDICATION
                                     AGENT AND BANK OF AMERICA, N.A., FLEET
                                     NATIONAL BANK AND SOCIETE GENERALE, AS
                                     CO-DOCUMENTATION AGENTS

                                     NAME OF INSTITUTION:

                                     Octagon Investment Partners II, LLC
                                     By: Octagon Credit Investors, LLC
                                         as sub-investment manager

                                     By:   /s/ Michael B. Nechamkin
                                        ----------------------------------------
                                        Name:  Michael B. Nechamkin
                                        Title: Portfolio Manager

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, THE VARIOUS
                                     LENDERS PARTY THERETO, DEUTSCHE BANK AG,
                                     NEW YORK BRANCH, AS ADMINISTRATIVE AGENT,
                                     J.P. MORGAN CHASE BANK, AS SYNDICATION
                                     AGENT AND BANK OF AMERICA, N.A., FLEET
                                     NATIONAL BANK AND SOCIETE GENERALE, AS
                                     CO-DOCUMENTATION AGENTS

                                     NAME OF INSTITUTION:

                                     Octagon Investment Partners III, Ltd.
                                     By: Octagon Credit Investors, LLC
                                         as Portfolio Manager

                                     By:   /s/ Michael B. Nechamkin
                                        ----------------------------------------
                                        Name:  Michael B. Nechamkin
                                        Title: Portfolio Manager

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, THE VARIOUS
                                     LENDERS PARTY THERETO, DEUTSCHE BANK AG,
                                     NEW YORK BRANCH, AS ADMINISTRATIVE AGENT,
                                     J.P. MORGAN CHASE BANK, AS SYNDICATION
                                     AGENT AND BANK OF AMERICA, N.A., FLEET
                                     NATIONAL BANK AND SOCIETE GENERALE, AS
                                     CO-DOCUMENTATION AGENTS

                                     NAME OF INSTITUTION:

                                     Octagon Investment Partners IV, Ltd.
                                     By: Octagon Credit Investors, LLC
                                         as collateral manager

                                     By:   /s/ Michael B. Nechamkin
                                        ----------------------------------------
                                        Name:  Michael B. Nechamkin
                                        Title: Portfolio Manager

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, THE VARIOUS
                                     LENDERS PARTY THERETO, DEUTSCHE BANK AG,
                                     NEW YORK BRANCH, AS ADMINISTRATIVE AGENT,
                                     J.P. MORGAN CHASE BANK, AS SYNDICATION
                                     AGENT AND BANK OF AMERICA, N.A., FLEET
                                     NATIONAL BANK AND SOCIETE GENERALE, AS
                                     CO-DOCUMENTATION AGENTS

                                     NAME OF INSTITUTION:

                                     Octagon Investment Partners V, Ltd.
                                     By: Octagon Credit Investors, LLC
                                         as Portfolio Manager

                                     By:   /s/ Michael B. Nechamkin
                                        ----------------------------------------
                                        Name:  Michael B. Nechamkin
                                        Title: Portfolio Manager

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     SANPAOLO IMI S.p.A.

                                     By:   /s/ Cathy R. Lesse
                                        ----------------------------------------
                                        Name:  Cathy R. Lesse
                                        Title: Vice President

                                     By:   /s/ Carlos Persico
                                        ----------------------------------------
                                        Name:  Carlos Persico
                                        Title: CEO for the Amerigas

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     SANPAOLO IMI S.p.A.

                                     By:   /s/ Cathy R. Lesse
                                        ----------------------------------------
                                        Name:  Cathy R. Lesse
                                        Title: Vice President

                                     By:   /s/ Carlos Persico
                                        ----------------------------------------
                                        Name:  Carlos Persico
                                        Title: CEO for the Amerigas

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     Sierra CLO I
                                     -------------------------------------------

                                     By:   /s/ John M. Caspatian
                                        ----------------------------------------
                                        Name:  John M. Caspatian
                                        Title: Chief Operating Officer

                                               Centre Pacific, Manager

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     Societe Generate
                                     -------------------------------------------

                                     By:   /s/ Thomas K. Day
                                        ----------------------------------------
                                        Name:  Thomas K. Day
                                        Title: Managing Director

                                     SIGNATURE PAGE TO THE SECOND AMENDMENT
                                     DATED AS OF JUNE 30, 2003, TO THE CREDIT
                                     AGREEMENT, DATED AS OF OCTOBER 9, 2002,
                                     AMONG STARWOOD HOTELS & RESORTS WORLDWIDE,
                                     INC., CERTAIN ADDITIONAL ALTERNATE CURRENCY
                                     REVOLVING LOAN BORROWERS, VARIOUS LENDERS
                                     PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
                                     BRANCH, AS ADMINISTRATIVE AGENT, J.P.
                                     MORGAN CHASE BANK, AS SYNDICATION AGENT AND
                                     BANK OF AMERICA, N.A., FLEET NATIONAL BANK
                                     AND SOCIETE GENERALE, AS CO- DOCUMENTATION
                                     AGENTS

                                     NAME OF INSTITUTION:

                                     UBS AG, STAMFORD BRANCH

                                     By:   /s/ Anthony N. Joeseph
                                        ----------------------------------------
                                        Name:  Anthony N. Joeseph
                                        Title: Associate Director
                                               Banking Products Services, US

                                     By:   /s/ Jennifer L. Poccia
                                        ----------------------------------------
                                        Name:  Jennifer L. Poccia
                                        Title: Associate Director
                                               Banking Products Services, US