STARWOOD HOTELS & RESORTS
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a2091037zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                  Execution Copy

                                                                    EXHIBIT 10.1

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                                CREDIT AGREEMENT

                                      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

                    ========================================
                           Dated as of October 9, 2002
                    ========================================

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                                TABLE OF CONTENTS

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SECTION 1.   AMOUNT AND TERMS OF CREDIT.....................................................................1

     1.01    The Commitments................................................................................1
     1.02    Minimum Amount of Each Borrowing...............................................................4
     1.03    Notice of Borrowing............................................................................4
     1.04    Competitive Bid Borrowings.....................................................................5
     1.05    Disbursement of Funds..........................................................................7
     1.06    Notes..........................................................................................8
     1.07    Conversions...................................................................................12
     1.08    Pro Rata Borrowings...........................................................................14
     1.09    Interest......................................................................................14
     1.10    Interest Periods..............................................................................16
     1.11    Increased Costs, Illegality, etc..............................................................17
     1.12    Compensation..................................................................................20
     1.13    Lending Offices; Changes Thereto..............................................................20
     1.14    Replacement of Lenders........................................................................21
     1.15    Bankers' Acceptance Provisions................................................................22
     1.16    European Monetary Union.......................................................................23
     1.17    Special Provisions Regarding RL Lenders and Alternate Currency Revolving Loans................23
     1.18    Special Provisions Applicable to the Total Canadian Dollar Revolving Loan Sub-Commitment......26
     1.19    Incremental Term Loan Commitments.............................................................27
     1.20    Incremental Revolving Loan Commitments........................................................30
     1.21    Maturity Date Extension.......................................................................32

SECTION 2.   LETTERS OF CREDIT.............................................................................32

     2.01    Letters of Credit.............................................................................32
     2.02    Maximum Letter of Credit Outstandings; Final Maturities; etc..................................34
     2.03    Letter of Credit Requests; Notices of Issuance................................................34
     2.04    Letter of Credit Participations...............................................................35
     2.05    Agreement to Repay Letter of Credit Drawings..................................................37
     2.06    Increased Costs...............................................................................38

SECTION 3.   COMMITMENT COMMISSION; FEES; REDUCTIONS OF COMMITMENT.........................................39

     3.01    Fees..........................................................................................39
     3.02    Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment..............40
     3.03    Mandatory Reduction of Commitments............................................................41
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                                       (i)
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SECTION 4.   PREPAYMENTS; PAYMENTS; TAXES..................................................................41

     4.01    Voluntary Prepayments.........................................................................41
     4.02    Mandatory Repayments and Commitment Reductions................................................43
     4.03    Method and Place of Payment...................................................................45
     4.04    Net Payments..................................................................................46

SECTION 5.   CONDITIONS PRECEDENT TO INITIAL CREDIT EVENTS.................................................48

     5.01    Execution of Agreement; Notes.................................................................48
     5.02    Opinions of Counsel...........................................................................48
     5.03    Corporate Documents; Proceedings; etc.........................................................48
     5.04    Fees, etc.....................................................................................49
     5.05    Refinancing; etc..............................................................................49
     5.06    Outstanding Indebtedness and Preferred Stock..................................................49
     5.07    Adverse Change, etc...........................................................................50
     5.08    Litigation....................................................................................50
     5.09    Sheraton Guaranty.............................................................................50
     5.10    Projections; Solvency Certificate.............................................................51

SECTION 6.   CONDITIONS PRECEDENT TO ALL CREDIT EVENTS.....................................................51

     6.01    No Default; Representations and Warranties....................................................51
     6.02    Requirements of Law...........................................................................51
     6.03    Notice of Borrowing; Competitive Bid Loans; Letter of Credit Request..........................51
     6.04    Election to Become a Alternate Currency Revolving Loan Borrower...............................52

SECTION 7.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS....................................................52

     7.01    Existence; Compliance with Law................................................................53
     7.02    Power; Authorization; Enforceable Obligations.................................................53
     7.03    Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc..........54
     7.04    Litigation....................................................................................55
     7.05    True and Complete Disclosure..................................................................55
     7.06    Use of Proceeds...............................................................................56
     7.07    Taxes.........................................................................................56
     7.08    Compliance with ERISA.........................................................................56
     7.09    Property......................................................................................58
     7.10    Status as a REIT..............................................................................58
     7.11    Compliance with Statutes, etc.................................................................58
     7.12    Investment Company Act........................................................................58
     7.13    Public Utility Holding Company Act............................................................58
     7.14    Environmental Matters.........................................................................59
     7.15    Labor Relations...............................................................................59
     7.16    Intellectual Property, Licenses, Franchises and Formulas......................................60
     7.17    Scheduled Existing Indebtedness, etc..........................................................60
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                                      (ii)
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SECTION 8.   AFFIRMATIVE COVENANTS.........................................................................60

     8.01    Information Covenants.........................................................................60
     8.02    Books, Records and Inspections................................................................63
     8.03    Maintenance of Insurance......................................................................63
     8.04    Corporate Franchises..........................................................................63
     8.05    Compliance with Statutes, etc.................................................................63
     8.06    ERISA.........................................................................................64
     8.07    End of Fiscal Years; Fiscal Quarters..........................................................65
     8.08    Performance of Obligations....................................................................65
     8.09    Maintenance of Properties.....................................................................65
     8.10    REIT Requirements.............................................................................65
     8.11    Payment of Taxes..............................................................................66
     8.12    Ownership of Certain Subsidiaries.............................................................66
     8.13    Assigned Starwood Note; etc...................................................................66

SECTION 9.   NEGATIVE COVENANTS............................................................................66

     9.01    Liens.........................................................................................66
     9.02    Consolidation, Merger, Purchase or Sale of Assets, Lease Obligations, etc.....................69
     9.03    Restricted Payments...........................................................................70
     9.04    Subsidiary Indebtedness.......................................................................70
     9.05    Consolidated Interest Coverage Ratio..........................................................71
     9.06    Maximum Consolidated Leverage Ratio...........................................................71
     9.07    Business......................................................................................72
     9.08    Unencumbered EBITDA Ratio.....................................................................72
     9.09    Restriction on Incurrence of Intercompany Debt, etc...........................................72
     9.10    No Negative Pledge............................................................................72

SECTION 10.  EVENTS OF DEFAULT.............................................................................73

     10.01   Payments......................................................................................73
     10.02   Representations, etc..........................................................................73
     10.03   Covenants.....................................................................................73
     10.04   Default Under Other Agreements................................................................73
     10.05   Bankruptcy, etc...............................................................................74
     10.06   ERISA.........................................................................................74
     10.07   Guaranties....................................................................................75
     10.08   Judgments.....................................................................................75
     10.09   Change of Control.............................................................................75
     10.10   REIT Status...................................................................................75
     10.11   Subordination Agreement.......................................................................75

SECTION 11.  DEFINITIONS AND ACCOUNTING TERMS..............................................................76

     11.01   Defined Terms.................................................................................76

SECTION 12.  THE AGENTS...................................................................................117

     12.01   Appointment..................................................................................117
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     12.02   Nature of Duties.............................................................................117
     12.03   Lack of Reliance on the Agents...............................................................118
     12.04   Certain Rights of the Agents.................................................................118
     12.05   Reliance.....................................................................................118
     12.06   Indemnification..............................................................................118
     12.07   Each Agent in its Individual Capacity........................................................119
     12.08   Holders......................................................................................119
     12.09   Resignation by, or Removal of, the Agents....................................................119

SECTION 13.  MISCELLANEOUS................................................................................120

     13.01   Payment of Expenses, etc.....................................................................120
     13.02   Right of Setoff..............................................................................121
     13.03   Notices......................................................................................121
     13.04   Benefit of Agreement; Assignments; Participations............................................122
     13.05   No Waiver; Remedies Cumulative...............................................................125
     13.06   Payments Pro Rata............................................................................125
     13.07   Calculations; Computations...................................................................125
     13.08   GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.......................126
     13.09   Counterparts.................................................................................127
     13.10   Effectiveness................................................................................127
     13.11   Headings Descriptive.........................................................................127
     13.12   Amendment or Waiver; etc.....................................................................127
     13.13   Survival.....................................................................................131
     13.14   Domicile of Loans............................................................................131
     13.15   Register.....................................................................................132
     13.16   Judgment Currency............................................................................132
     13.17   Confidentiality..............................................................................133
     13.18   Special Provisions Regarding Collateral, Additional Subsidiaries Guaranty and Release
             of Collateral and Subsidiaries from Additional Subsidiaries Guaranty.........................134

SECTION 14.  CORPORATION GUARANTY.........................................................................136

     14.01   The Guaranty.................................................................................136
     14.02   Bankruptcy...................................................................................136
     14.03   Nature of Liability..........................................................................137
     14.04   Independent Obligation.......................................................................137
     14.05   Authorization................................................................................137
     14.06   Reliance.....................................................................................138
     14.07   Subordination................................................................................139
     14.08   Waiver.......................................................................................139
     14.09   Payments.....................................................................................140
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SCHEDULE I-A        Commitments
SCHEDULE I-B        Alternate Currency Revolving Loan Sub-Commitments

                                      (iv)
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SCHEDULE II         Lender Addresses and Applicable Lending Offices
SCHEDULE III        Certain Provisions Relating to Bankers' Acceptances
SCHEDULE IV         Calculation of the Mandatory Costs
SCHEDULE 1.15(b)    Existing Bankers' Acceptances
SCHEDULE 2.01(c)    Existing Letters of Credit
SCHEDULE 5.06       Subsidiary Preferred Stock
SCHEDULE 7.07       Taxes
SCHEDULE 7.17       Scheduled Existing Indebtedness
SCHEDULE 9.01       Existing Liens

EXHIBIT A           Notice of Borrowing
EXHIBIT B           Notice of Competitive Bid Borrowing
EXHIBIT C-1         Term Note
EXHIBIT C-2         Dollar Revolving Note
EXHIBIT C-3         Canadian Dollar Revolving Note
EXHIBIT C-4         Sterling Revolving Note
EXHIBIT C-5         Euro Revolving Note
EXHIBIT C-6         Swingline Note
EXHIBIT D           Letter of Credit Request
EXHIBIT E           Section 4.04(b)(ii) Certificate
EXHIBIT F-1         Opinion of Sidley Austin Brown & Wood LLP, special
                    counsel to the Credit Parties
EXHIBIT F-2         Opinion of Lionel Sawyer & Collins, special Nevada
                    counsel to the Credit Parties
EXHIBIT F-3         Opinion of Ballard Spahr Andrews & Ingersoll, LLP,
                    special Maryland counsel to the Corporation
EXHIBIT F-4         Opinion of Sidley Austin Brown & Wood LLP, special
                    counsel to the Credit Parties (Post-Closing)
EXHIBIT G           Officers' Certificate
EXHIBIT H           Sheraton Guaranty
EXHIBIT I           Election to Become an Alternate Currency Revolving Loan
                    Borrower
EXHIBIT J           Subordination Agreement
EXHIBIT K           Assignment and Assumption Agreement
EXHIBIT L           Incremental Term Loan Commitment Agreement
EXHIBIT M           Incremental Revolving Loan Commitment Agreement

                                       (v)
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          CREDIT AGREEMENT, dated as of October 9, 2002, among STARWOOD HOTELS &
RESORTS WORLDWIDE, INC., a Maryland corporation (the "CORPORATION"), each
additional ALTERNATE CURRENCY REVOLVING LOAN BORROWER from time to time party
hereto, the LENDERS party hereto from time to time, DEUTSCHE BANK AG, NEW YORK
BRANCH, as Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT"),
JPMORGAN CHASE BANK, as Syndication Agent (in such capacity, the "SYNDICATION
AGENT"), BANK OF AMERICA, N.A., Fleet National Bank and Societe Generale, as
Co-Documentation Agents (in such capacity, collectively, the "CO-DOCUMENTATION
AGENTS" and each, a "CO-DOCUMENTATION AGENT"), and DEUTSCHE BANK SECURITIES INC.
and J.P. MORGAN SECURITIES INC., as Co-Lead Arrangers and Joint Book Running
Managers (all capitalized terms used herein and defined in Section 11 are used
herein as therein defined).

                              W I T N E S S E T H:

          WHEREAS, subject to and upon the terms and conditions set forth
herein, the Lenders are willing to make available to the Borrowers the
respective credit facilities provided for herein;

          NOW, THEREFORE, IT IS AGREED:

          SECTION 1. AMOUNT AND TERMS OF CREDIT.

          1.01 THE COMMITMENTS. (a) Subject to and upon the terms and conditions
set forth herein, each Lender with an Initial Term Loan Commitment severally
agrees to make, on the Initial Borrowing Date, a term loan or term loans (each,
an "INITIAL TERM LOAN" and, collectively, the "INITIAL TERM LOANS") to the
Corporation, which Initial Term Loans (i) shall be made and maintained in
Dollars, (ii) shall be incurred and initially maintained as a single Borrowing
of Base Rate Loans (subject to the option to convert such Initial Term Loans
pursuant to Section 1.07) and (iii) shall be made by each Lender with an Initial
Term Loan Commitment in that initial aggregate principal amount as is equal to
the Initial Term Loan Commitment of such Lender on the Initial Borrowing Date
(before giving effect to any reductions thereto on such date pursuant to Section
3.03(b)). Once repaid, Initial Term Loans incurred hereunder may not be
reborrowed.

          (b)     Subject to and upon the terms and conditions set forth herein
(including, on and after the initial Incremental Revolving Loan Commitment Date,
in Section 1.20), (x) each RL Lender severally agrees, at any time and from time
to time during the Revolving Credit Period, to make a revolving loan or
revolving loans, which revolving loans shall be made and maintained in Dollars
(each, a "DOLLAR REVOLVING LOAN" and, collectively, the "DOLLAR REVOLVING
LOANS") to the Corporation and (y) each Alternate Currency Lender with an
Alternate Currency Revolving Loan Sub-Commitment relating to the respective
Alternate Currency severally agrees, at any time and from time to time during
the Revolving Credit Period, to make a revolving loan or revolving loans, which
revolving loans shall be made and maintained in the respective Alternate
Currency elected by the respective Alternate Currency Revolving Loan Borrower
(each, an "ALTERNATE CURRENCY REVOLVING LOAN" and, collectively, the "ALTERNATE
CURRENCY REVOLVING LOANS") to the respective Alternate Currency Revolving Loan
Borrower (with the

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revolving loans made to the various Borrowers pursuant to this Section 1.01(b)
being herein called a "REVOLVING LOAN" and, collectively, the "REVOLVING
LOANS"), which Revolving Loans:

          (i)     shall, in the case of Dollar Revolving Loans, at the option of
     the Corporation, be incurred and maintained as, and/or converted into, Base
     Rate Loans or Eurodollar Loans, PROVIDED that except as otherwise
     specifically provided herein, all Dollar Revolving Loans comprising the
     same Borrowing shall be of the same Type,

          (ii)    shall, in the case of Alternate Currency Revolving Loans, be
     made and maintained in the respective Alternate Currency elected by the
     respective Alternate Currency Revolving Loan Borrower, PROVIDED that all
     Canadian Dollar Revolving Loans shall, at the option of the respective
     Alternate Currency Revolving Loan Borrower, be made by each Alternate
     Currency Lender with a Canadian Dollar Revolving Loan Sub-Commitment either
     by means of (x) Canadian Prime Rate Loans in Canadian Dollars or (y) the
     creation and discount of Bankers' Acceptances in Canadian Dollars on the
     terms and conditions provided for herein and in Schedule III hereto (the
     terms and conditions of which shall be deemed incorporated by reference
     into this Agreement),

          (iii)   may be repaid and reborrowed in accordance with the provisions
     hereof,

          (iv)    shall not, in the case of Alternate Currency Revolving Loans
     made in a single Alternate Currency by any Alternate Currency Lender, be
     made at any time if at the time of making any such Alternate Currency
     Revolving Loans and after giving effect thereto, the aggregate principal
     amount or Face Amount, as the case may be, of all Alternate Currency
     Revolving Loans made in such Alternate Currency by such Alternate Currency
     Lender and then outstanding (for this purpose, using the Dollar Equivalent
     of the principal or Face Amount, as the case may be, thereof), would exceed
     the related Alternate Currency Revolving Loan Sub-Commitment of such
     Alternate Currency Lender at such time, and

          (v)     shall not, in the case of all Revolving Loans, be made at any
     time if, after giving effect thereto, the Aggregate Revolving Credit
     Exposure would exceed the Total Revolving Loan Commitment at such time.

          (c)     Subject to and upon the terms and conditions set forth herein,
the Swingline Lender agrees to make, from time to time on and after the Initial
Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or
revolving loans (each, a "SWINGLINE LOAN" and, collectively, the "SWINGLINE
LOANS") to the Corporation, which Swingline Loans (i) shall be made and
maintained in Dollars, (ii) shall be made and maintained as Base Rate Loans,
(iii) may be repaid and reborrowed in accordance with the provisions hereof,
(iv) shall not be made (or be required to be made) on any date if, after giving
effect thereto, the Aggregate Revolving Credit Exposure would exceed the Total
Revolving Loan Commitment as then in effect and (v) shall not exceed in
aggregate principal amount at any time outstanding, the Maximum Swingline
Amount. The Swingline Lender shall not be obligated to make any Swingline Loans
at a time when a Lender Default exists unless the Swingline Lender has entered
into arrangements satisfactory to it to eliminate the Swingline Lender's risk
with respect to the Defaulting Lender's or Lenders' participation in such
Swingline Loans, including by cash collateralizing

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such Defaulting Lender's or Lenders' Dollar Percentage of the outstanding
Swingline Loans. Notwithstanding anything to the contrary contained in this
Section 1.01(c), the Swingline Lender shall not make any Swingline Loan after it
has received written notice from any Borrower, the Administrative Agent or the
Required Lenders stating that a Default or an Event of Default exists and is
continuing until such time as the Swingline Lender shall have received written
notice (i) of rescission of all such notices from the party or parties
originally delivering such notice, (ii) of the waiver of such Default or Event
of Default by the Required Lenders or (iii) that the Administrative Agent in
good faith believes such Default or Event of Default has ceased to exist.

          (d)     On any Business Day, the Swingline Lender may, in its sole
discretion, give notice to the Lenders that its outstanding Swingline Loans
shall be funded with a Borrowing of Dollar Revolving Loans (PROVIDED that such
notice shall be deemed to have been automatically given upon the occurrence of a
Default or an Event of Default under Section 10.05 or upon the exercise of any
of the remedies provided in the last paragraph of Section 10). In such case, a
Borrowing (or Borrowings) of Dollar Revolving Loans by the Corporation
constituting Base Rate Loans (each such Borrowing, a "MANDATORY BORROWING")
shall be made on the immediately succeeding Business Day by all RL Lenders
(without giving effect to any reductions thereto pursuant to the last paragraph
of Section 10) PRO RATA based on each Lender's Dollar Percentage or, if a
Sharing Event then exists, PRO RATA based on each RL Lender's RL Percentage (in
each case determined on such date, but before giving effect to any termination
of the Revolving Loan Commitments pursuant to the last paragraph of Section 10)
and the proceeds thereof shall be applied directly to the Swingline Lender to
repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender
hereby irrevocably agrees to make Dollar Revolving Loans upon one Business Day's
notice pursuant to each Mandatory Borrowing in the amount and in the manner
specified in the preceding sentence and on the date specified in writing by the
Swingline Lender notwithstanding (i) that the amount of any Mandatory Borrowing
may not comply with the Minimum Borrowing Amount otherwise required hereunder,
(ii) whether any conditions specified in Section 6 are then satisfied, (iii)
whether a Default or an Event of Default then exists, (iv) the date of such
Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at
such time. If any Mandatory Borrowing cannot for any reason be made on the date
otherwise required above (including, without limitation, as a result of the
commencement of a proceeding under the Bankruptcy Code with respect to the
Corporation), then each such RL Lender hereby agrees that it shall forthwith
purchase (as of the date the Mandatory Borrowing would otherwise have occurred,
but adjusted for any payments received from the Corporation on or after such
date and prior to such purchase) from the Swingline Lender such participations
in the outstanding Swingline Loans as shall be necessary to cause such RL
Lenders to share in such Swingline Loans ratably based upon their respective
Dollar Percentages or, if a Sharing Event exists on the date otherwise required
above, PRO RATA based upon their respective RL Percentages (in each case
determined before giving effect to any termination of the Revolving Loan
Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all
interest payable on the Swingline Loans shall be for the account of the
Swingline Lender until the date as of which the respective participation is
required to be purchased and, to the extent attributable to the purchased
participation, shall be payable to the participant from and after such date and
(y) at the time any purchase of participations pursuant to this sentence is
actually made, the purchasing RL Lender shall be required to pay the Swingline
Lender interest on the principal amount of the participation purchased for each
day from and including the day upon which the

                                       -3-
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respective participation would otherwise have occurred to but excluding the date
of payment for such participation, at the overnight Federal Funds Rate for the
first day and at the rate otherwise applicable to Revolving Loans maintained as
Base Rate Loans hereunder for each day thereafter.

          (e)     Subject to and upon the terms and conditions set forth herein,
each Lender severally agrees that the Corporation may, in accordance with the
procedures established pursuant to Section 1.04, incur a loan or loans (each, a
"COMPETITIVE BID LOAN" and, collectively, the "COMPETITIVE BID LOANS"),
denominated in Dollars, pursuant to a Competitive Bid Borrowing at any time and
from time to time on and after the Initial Borrowing Date and prior to the date
which is the Business Day preceding the date which is 30 days prior to the
Maturity Date, PROVIDED that (i) each Competitive Bid Loan shall be incurred by,
and made to, the Corporation and (ii) no Competitive Bid Loan may be made if,
after giving effect thereto, the Aggregate Revolving Credit Exposure would
exceed the Total Revolving Loan Commitment as then in effect. Within the
foregoing limits and subject to the terms and conditions set forth in Sections
1.04 and 6, Competitive Bid Loans may be repaid and reborrowed in accordance
with the provisions hereof.

          (f)     Subject to Section 1.19 and the other terms and conditions set
forth herein, each Lender with an Incremental Term Loan Commitment severally
agrees to make a term loan or term loans (each, an "INCREMENTAL TERM LOAN" and,
collectively, the "INCREMENTAL TERM LOANS") to the Corporation, which
Incremental Term Loans: (i) shall be incurred by the Corporation pursuant to a
single drawing on the respective Incremental Term Loan Borrowing Date (which
date, in any event, shall be the date of the effectiveness of the applicable
Incremental Term Loan Commitment Agreement pursuant to which such Incremental
Term Loans are to be made), (ii) shall be denominated in Dollars, (iii) shall be
added to the then outstanding Borrowings of Initial Term Loans as provided in
Section 1.19(c) and (iv) shall be made by each such Lender in that aggregate
principal amount which does not exceed the Incremental Term Loan Commitment of
such Lender on the respective Incremental Term Loan Borrowing Date. Once repaid,
Incremental Term Loans incurred hereunder may not be reborrowed.

          1.02 MINIMUM AMOUNT OF EACH BORROWING. The aggregate principal amount
of each Borrowing of Loans shall not be less than the respective Minimum
Borrowing Amount for the respective Type and Tranche of Loans to be made or
maintained pursuant to the respective Borrowing; PROVIDED that Mandatory
Borrowings shall be made in the amounts required by Section 1.01(d). More than
one Borrowing may occur on the same date, but at no time shall there be
outstanding more than (x) 6 Borrowings of Term Loans maintained as Eurodollar
Loans or (y) 10 Borrowings of Revolving Loans maintained as Euro Rate Loans.

          1.03 NOTICE OF BORROWING. (a) Whenever a Borrower desires to incur
Loans hereunder (excluding (w) Borrowings of Swingline Loans, (x) Borrowings of
Revolving Loans incurred pursuant to a Mandatory Borrowing, (y) Borrowings of
Competitive Bid Loans and (z) Borrowings of Canadian Prime Rate Loans to the
extent resulting from automatic conversions of Bankers' Acceptance Loans as
provided in clause (i) of Schedule III), it shall give the Administrative Agent
at the Notice Office at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) of each Base Rate Loan or
Canadian Prime Rate Loan and at least three Business Days' prior written notice
(or telephonic notice promptly confirmed in

                                       -4-
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writing) of each Euro Rate Loan or Bankers' Acceptance Loan to be incurred
hereunder, PROVIDED that any such notice shall be deemed to have been given on a
certain day only if given before 12:00 Noon (New York time) on such day. Each
such written notice or written confirmation of telephonic notice (each, a
"NOTICE OF BORROWING"), except as otherwise expressly provided in Section 1.11,
shall be irrevocable and shall be given by the respective Borrower in the form
of Exhibit A, appropriately completed to specify (i) the name of such Borrower,
(ii) the purpose of such Borrowing, (iii) the aggregate principal amount (or
Face Amount, as the case may be) of the Loans to be incurred pursuant to such
Borrowing (stated in the Applicable Currency), (iv) the date of such Borrowing
(which shall be a Business Day), (v) whether the Loans being incurred pursuant
to such Borrowing shall constitute Initial Term Loans, Incremental Term Loans or
Revolving Loans, (vi) in the case of Dollar Loans, whether the Loans being
incurred pursuant to such Borrowing are to be initially maintained as Base Rate
Loans or Eurodollar Loans, (vii) in the case of Canadian Dollar Revolving Loans,
whether the Loans being made pursuant to such Borrowing are to be initially
maintained as Canadian Prime Rate Loans or Bankers' Acceptance Loans and, if
Bankers' Acceptance Loans, the term thereof (which shall comply with the
requirements of clause (a) of Schedule III) and (viii) in the case of Euro Rate
Loans, the initial Interest Period to be applicable thereto. The Administrative
Agent shall promptly give each Lender which is required to make Loans of the
Tranche specified in the respective Notice of Borrowing, notice of such proposed
Borrowing, of such Lender's proportionate share thereof and of the other matters
required by the immediately preceding sentence to be specified in the Notice of
Borrowing.

          (b)     (i) Whenever the Corporation desires to incur Swingline Loans
hereunder, it shall give the Swingline Lender not later than 12:00 Noon (New
York time) on the date (or, in the case of any Swingline Loan to be incurred on
the last Business Day of a calendar quarter, at least one Business Day prior to
the date) that a Swingline Loan is to be incurred, written notice or telephonic
notice promptly confirmed in writing of each Swingline Loan to be incurred
hereunder. Each such notice shall be irrevocable and specify in each case (A)
the date of Borrowing (which shall be a Business Day) and (B) the aggregate
principal amount of the Swingline Loans to be made pursuant to such Borrowing.

          (ii)    Mandatory Borrowings shall be made upon the notice specified
in Section 1.01(d), with the Corporation irrevocably agreeing, by its incurrence
of any Swingline Loan, to the making of the Mandatory Borrowings by it as set
forth in Section 1.01(d).

          (c)     Without in any way limiting the obligation of any Borrower to
confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent, the Swingline Lender (in the case of a Borrowing of
Swingline Loans) or the respective Issuing Bank (in the case of issuances of
Letters of Credit), as the case may be, may act without liability upon the basis
of such telephonic notice, believed by the Administrative Agent, the Swingline
Lender or such Issuing Bank, as the case may be, in good faith to be from an
Authorized Officer of such Borrower (or of the Corporation) prior to receipt of
written confirmation. In each such case, each Borrower hereby waives the right
to dispute the Administrative Agent's, the Swingline Lender's or such Issuing
Bank's record of the terms of such telephonic notice.

          1.04 COMPETITIVE BID BORROWINGS. (a) Whenever the Corporation desires
to incur a Competitive Bid Borrowing, it shall deliver to the Administrative
Agent at the Notice

                                       -5-
<Page>

Office prior to 11:00 A.M. (New York time), at least three Business Days prior
to the date of such proposed Competitive Bid Borrowing, a written notice
substantially in the form of Exhibit B (each, a "NOTICE OF COMPETITIVE BID
BORROWING"), such notice to specify in each case (i) the date (which shall be a
Business Day) of the proposed Competitive Bid Borrowing, (ii) the aggregate
principal amount of the proposed Competitive Bid Borrowing (which shall not be
less than $20,000,000), (iii) the maturity date (each, a "COMPETITIVE BID LOAN
MATURITY DATE") for repayment of each Competitive Bid Loan to be made as part of
such Competitive Bid Borrowing (which maturity date may not be earlier than
seven days after the date of such Competitive Bid Borrowing or later than 360
days after the date of such Competitive Bid Borrowing (but in no event later
than the thirtieth day preceding the Maturity Date)), (iv) the interest payment
date or dates relating thereto (which shall be at least every three months in
the case of maturities in excess of three months), and (v) any other terms to be
applicable to such Competitive Bid Borrowing (although all Competitive Bid
Borrowings shall be required to be made, and maintained, in Dollars). The
Administrative Agent shall promptly notify each Bidder RL Lender of each such
request for a Competitive Bid Borrowing received by it from the Corporation by
telecopying to each such Bidder RL Lender a copy of the related Notice of
Competitive Bid Borrowing.

          (b)     Each Bidder RL Lender shall, if in its sole discretion it
elects to do so, irrevocably offer to make one or more Competitive Bid Loans to
the Corporation as part of such proposed Competitive Bid Borrowing at a rate or
rates of interest specified by such Bidder RL Lender in its sole discretion and
determined by such Bidder RL Lender independently of each other Bidder RL
Lender, by notifying the Administrative Agent in writing (which notice shall be
promptly distributed to the Corporation, PROVIDED that the Administrative Agent
shall not be liable to any Bidder RL Lender or to the Corporation for failure to
distribute any such notice to the Corporation unless such failure resulted from
the gross negligence or willful misconduct on the part of the Administrative
Agent (as determined by a court of competent jurisdiction)), before 10:00 A.M.
(New York time) on the date (the "REPLY DATE") which is two Business Days before
the date of such proposed Competitive Bid Borrowing, of the minimum amount, if
any, and maximum amount of each Competitive Bid Loan which such Bidder RL Lender
would be willing to make as part of such proposed Competitive Bid Borrowing
(which amounts may, subject to the proviso to the first sentence of Section
1.01(e), exceed such RL Lender's Revolving Loan Commitment) and the rate or
rates of interest therefor; PROVIDED that if the Administrative Agent in its
capacity as a Bidder RL Lender shall, in its sole discretion, elect to make any
such offer, it shall notify the Corporation in writing of such offer before 9:30
A.M. (New York time) on the Reply Date. If any Bidder RL Lender shall elect not
to make such an offer, such Bidder RL Lender shall so notify the Administrative
Agent, before 10:00 A.M. (New York time) on the Reply Date, and such Bidder RL
Lender shall not be obligated to, and shall not, make any Competitive Bid Loan
as part of such Competitive Bid Borrowing; PROVIDED that the failure by any
Bidder RL Lender to give such notice shall not cause such Bidder RL Lender to be
obligated to, and such Bidder RL Lender shall not, make any Competitive Bid Loan
as part of such proposed Competitive Bid Borrowing.

          (c)     The Corporation shall, in turn, before 12:00 Noon (New York
time) on the Reply Date, either:

                                       -6-
<Page>

          (1)     cancel such Competitive Bid Borrowing by giving the
     Administrative Agent notice (in writing or by telephone promptly confirmed
     in writing) to that effect, or

          (2)     accept one or more of the offers made by any Bidder RL Lender
     or Bidder RL Lenders pursuant to clause (b) above by giving notice (in
     writing or by telephone confirmed in writing) to the Administrative Agent
     of the amount of each Competitive Bid Loan (which amount shall be equal to
     or greater than the minimum amount, if any, and equal to or less than the
     maximum amount, notified to the Corporation by the Administrative Agent on
     behalf of each such Bidder RL Lender for such Competitive Bid Borrowing)
     and reject any remaining offers made by Bidder RL Lenders pursuant to
     clause (b) above by giving the Administrative Agent notice to that effect;
     PROVIDED that acceptance of offers may only be made on the basis of
     ascending Absolute Rates commencing with the lowest rate so offered;
     PROVIDED FURTHER, HOWEVER, if offers are made by two or more Bidder RL
     Lenders at the same rate and acceptance of all such equal offers would
     result in a greater principal amount of Competitive Bid Loans being
     accepted than the aggregate principal amount requested by the Corporation,
     the Corporation shall have the right to accept one or more such equal
     offers in their entirety and reject the other equal offer or offers or to
     allocate acceptance among all such equal offers (but giving effect to the
     minimum amounts, if any, and maximum amounts specified for each such offer
     pursuant to clause (b) above), as the Corporation may elect in its sole
     discretion.

          (d)     If the Corporation notifies the Administrative Agent that such
Competitive Bid Borrowing is canceled pursuant to clause (c)(1) above, the
Administrative Agent shall give prompt written notice thereof to the Bidder RL
Lenders and such Competitive Bid Borrowing shall not be made.

          (e)     If the Corporation accepts one or more of the offers made by
any Bidder RL Lender or Bidder RL Lenders pursuant to clause (c)(2) above, the
Administrative Agent shall in turn promptly notify (in writing or by telephone
confirmed in writing) (x) each Bidder RL Lender that has made an offer as
described in clause (b) above, of the date and aggregate amount of such
Competitive Bid Borrowing and whether or not any offer or offers made by such
Bidder RL Lender pursuant to clause (b) above have been accepted by the
Corporation and (y) each Bidder RL Lender that is to make a Competitive Bid Loan
as part of such Competitive Bid Borrowing, of the amount of each Competitive Bid
Loan to be made by such Bidder RL Lender as part of such Competitive Bid
Borrowing.

          (f)     On the last Business Day of each calendar quarter, the
Administrative Agent shall notify the Corporation and the RL Lenders of the
aggregate principal amount of Competitive Bid Loans outstanding to the
Corporation at such time.

          1.05 DISBURSEMENT OF FUNDS. No later than 12:00 Noon (local time in
the city in which the proceeds of such Loans are to be made available in
accordance with the terms hereof) on the date specified in each Notice of
Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New
York time) on the date specified in Section 1.03(b)(i), (y) in the case of
Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date
specified in Section 1.01(d) or (z) in the case of Competitive Bid Loans, no
later than 10:00 A.M. (New York

                                       -7-
<Page>

time) on the date specified pursuant to Section 1.04(a)), each Lender with a
Commitment of the respective Tranche will make available its PRO RATA portion
(determined in accordance with Section 1.08) of each such Borrowing requested to
be made on such date (or (x) in the case of Swingline Loans, the Swingline
Lender shall make available the full amount thereof and (y) in the case of
Competitive Bid Loans, the respective Bidder RL Lenders which are to make such
loans in accordance with Section 1.04(e) shall make available their respective
amounts thereof) in the manner provided below. All such amounts will be made
available in Dollars (in the case of Dollar Loans) or the applicable Alternate
Currency (in the case of Alternate Currency Revolving Loans), as the case may
be, and in immediately available funds at the appropriate Payment Office of the
Administrative Agent, and the Administrative Agent will make available to the
relevant Borrower by depositing to its relevant account as directed by such
Borrower, the aggregate of the amounts so made available by the Lenders in the
type of funds received. Unless the Administrative Agent shall have been notified
by any Lender prior to the date of Borrowing that such Lender does not intend to
make available to the Administrative Agent such Lender's portion of any
Borrowing to be made on such date, the Administrative Agent may assume that such
Lender has made such amount available to the Administrative Agent on such date
of Borrowing and the Administrative Agent may, in reliance upon such assumption,
make available to the relevant Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent
by such Lender, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the respective Borrower
and, to the extent such corresponding amount has previously been disbursed to
such Borrower, such Borrower shall immediately pay such corresponding amount to
the Administrative Agent. The Administrative Agent shall also be entitled to
recover on demand from such Lender or such Borrower interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the respective Borrower
until the date such corresponding amount is recovered by the Administrative
Agent, at a rate per annum equal to (i) if recovered from such Lender, the
overnight Federal Funds Rate as in effect from time to time for the first three
days and the interest rate applicable to Dollar Revolving Loans maintained as
Base Rate Loans for each day thereafter and (ii) if recovered from the
respective Borrower, the rate of interest applicable to the respective
Borrowing, as determined pursuant to Section 1.09. Nothing in this Section 1.05
shall be deemed to relieve any Lender from its obligation to make Loans
hereunder or to prejudice any rights which the relevant Borrower may have
against any Lender as a result of any failure by such Lender to make Loans
required to be made by it hereunder.

          1.06 NOTES. (a) Subject to the provisions of the following clause (i),
each Borrower's obligation to pay the principal of (or the Face Amount of, as
the case may be), and interest on, the Loans (other than Competitive Bid Loans)
made by each Lender to such Borrower shall be evidenced (i) if Term Loans, by a
promissory note duly executed and delivered by the Corporation substantially in
the form of Exhibit C-1, with blanks appropriately completed in conformity
herewith (each, a "TERM NOTE" and, collectively, the "TERM NOTES"), (ii) if
Dollar Revolving Loans, by a promissory note duly executed and delivered by the
Corporation substantially in the form of Exhibit C-2, with blanks appropriately
completed in conformity herewith (each, a "DOLLAR REVOLVING NOTE" and,
collectively, the "DOLLAR REVOLVING NOTES"), (iii) if Canadian Dollar Revolving
Loans, by a promissory note duly executed and

                                       -8-
<Page>

delivered by the respective Alternate Currency Revolving Loan Borrower
substantially in the form of Exhibit C-3, with blanks appropriately completed in
conformity herewith (each, a "CANADIAN DOLLAR REVOLVING NOTE" and, collectively,
the "CANADIAN DOLLAR REVOLVING NOTES"), (iv) if Sterling Revolving Loans, by a
promissory note duly executed and delivered by the respective Alternate Currency
Revolving Loan Borrower substantially in the form of Exhibit C-4, with blanks
appropriately completed in conformity herewith (each, a "STERLING REVOLVING
NOTE" and, collectively, the "STERLING REVOLVING NOTES"), (v) if Euro Revolving
Loans, by a promissory note duly executed and delivered by the respective
Alternate Currency Revolving Loan Borrower substantially in the form of Exhibit
C-5, with blanks appropriately completed in conformity herewith (each, a "EURO
REVOLVING NOTE" and, collectively, the "EURO REVOLVING NOTES") and (vi) if
Swingline Loans, by a promissory note duly executed and delivered by the
Corporation substantially in the form of Exhibit C-6, with blanks appropriately
completed in conformity herewith (the "SWINGLINE NOTE"). The terms of each
Competitive Bid Loan shall be evidenced by the respective correspondence between
the Corporation and the respective Bidder RL Lender pursuant to Section 1.04
and, unless otherwise agreed by the Corporation and the respective Bidder RL
Lender or unless the respective Bidder RL Lender makes a request pursuant to the
immediately succeeding sentence, Competitive Bid Loans shall not be evidenced by
promissory notes. If requested by any Lender, the Corporation agrees to execute
and deliver a promissory note, in form reasonably satisfactory to the respective
Lender, evidencing the Competitive Bid Loans of such Lender to the Corporation
(with any such promissory notes herein called "COMPETITIVE BID NOTES").

          (b)     The Term Note issued by the Corporation to each Lender that
has an Initial Term Loan Commitment, an Incremental Term Loan Commitment or
outstanding Term Loans shall (i) be executed by the Corporation, (ii) be payable
to the order of such Lender and be dated the Initial Borrowing Date (or if
issued thereafter, the date of issuance), (iii) be in a stated principal amount
equal to the Term Loans made by such Lender on the Initial Borrowing Date (or,
if issued after the Initial Borrowing Date, be in a stated principal amount
equal to the outstanding principal amount of Term Loans owing to such Lender at
such time) and be payable in Dollars in the outstanding principal amount of Term
Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as
provided in the appropriate clause of Section 1.09 in respect of the Base Rate
Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be
subject to voluntary prepayment as provided in Section 4.01, and mandatory
repayment as provided in Section 4.02, and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.

          (c)     The Dollar Revolving Note issued by the Corporation to each
Lender that has a Revolving Loan Commitment or outstanding Dollar Revolving
Loans shall (i) be executed by the Corporation, (ii) be payable to the order of
such Lender and be dated the Initial Borrowing Date (or if issued thereafter,
the date of issuance), (iii) be in a stated principal amount equal to the
Revolving Loan Commitment of such Lender (or, if issued after the termination
thereof, be in a stated principal amount equal to the outstanding Dollar
Revolving Loans of such Lender to the Corporation at such time) and be payable
in Dollars in the outstanding principal amount of Dollar Revolving Loans
evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as
provided in the appropriate clause of Section 1.09 in respect of Base Rate Loans
and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
voluntary prepayment as

                                       -9-
<Page>

provided in Section 4.01, and mandatory repayment as provided in Section 4.02,
and (vii) be entitled to the benefits of this Agreement and the other Credit
Documents.

          (d)     The Canadian Dollar Revolving Note issued by each Alternate
Currency Revolving Loan Borrower that desires to incur Canadian Dollar Revolving
Loans to each Lender that has a Canadian Dollar Revolving Loan Sub-Commitment or
outstanding Canadian Dollar Revolving Loans shall (i) be executed by the
respective Alternate Currency Revolving Loan Borrower, (ii) be payable to the
order of such Lender (or an affiliate designated by such Lender) and be dated
the Initial Borrowing Date (or, if issued thereafter, the date of issuance),
(iii) be in a stated principal amount (expressed in Canadian Dollars) which
exceeds by 25% the Canadian Dollar Equivalent (as of the date of issuance) of
the respective Lender's Canadian Dollar Revolving Loan Sub-Commitment; PROVIDED
that if, because of fluctuations in exchange rates after the Initial Borrowing
Date or issuance date, as applicable, the amount of the Canadian Dollar
Revolving Note of any Alternate Currency Revolving Loan Borrower held by any
Lender would not be at least as great as the outstanding principal amount of,
and the Face Amount of, as applicable, Canadian Dollar Revolving Loans made by
such Lender to such Alternate Currency Revolving Loan Borrower and evidenced
thereby, the respective Lender may request (and in such case the respective
Alternate Currency Revolving Loan Borrower shall promptly execute and deliver) a
new Canadian Dollar Revolving Note in an amount equal to the greater of (x) that
amount (expressed in Canadian Dollars) which at that time exceeds by 25% the
Canadian Dollar Equivalent of the respective Lender's Canadian Dollar Revolving
Loan Sub-Commitment or (y) the then outstanding principal amount of, and the
Face Amount of, as applicable, all Canadian Dollar Revolving Loans made by such
Lender to such Alternate Currency Revolving Loan Borrower, (iv) be payable in
Canadian Dollars in the outstanding principal amount of, and Face Amount of, as
applicable, the Canadian Dollar Revolving Loans made to the respective Alternate
Currency Revolving Loan Borrower and evidenced thereby, (v) mature on the
Maturity Date, (vi) bear interest as provided in the appropriate clause of
Section 1.09 in respect of the Canadian Prime Rate Loans evidenced thereby,
(vii) be subject to voluntary prepayment as provided in Section 4.01, and
mandatory repayment as provided in Section 4.02, and (viii) be entitled to the
benefits of this Agreement and the other Credit Documents.

          (e)     The Sterling Revolving Note issued by each Alternate Currency
Revolving Loan Borrower that desires to incur Sterling Revolving Loans to each
Lender that has a Pounds Sterling Revolving Loan Sub-Commitment or outstanding
Sterling Revolving Loans shall (i) be executed by the respective Alternate
Currency Revolving Loan Borrower, (ii) be payable to the order of such Lender
(or an affiliate designated by such Lender) and be dated the Initial Borrowing
Date (or, if issued thereafter, the date of issuance), (iii) be in a stated
principal amount (expressed in Pounds Sterling) which exceeds by 25% the
Sterling Equivalent (as of the date of issuance) of the respective Lender's
Pounds Sterling Revolving Loan Sub-Commitment; PROVIDED that if, because of
fluctuations in exchange rates after the Initial Borrowing Date or issuance
date, as applicable, the amount of the Sterling Revolving Note of any Alternate
Currency Revolving Loan Borrower held by any Lender would not be at least as
great as the outstanding principal amount of Sterling Revolving Loans made by
such Lender at any time outstanding and evidenced thereby, the respective Lender
may request (and in such case the respective Alternate Currency Revolving Loan
Borrower shall promptly execute and deliver) a new Sterling Revolving Note in an
amount equal to the greater of (x) that amount (expressed in Pounds Sterling)
which at that time exceeds by 25% the Sterling Equivalent of the respective

                                      -10-
<Page>

Lender's Pounds Sterling Revolving Loan Sub-Commitment or (y) the then
outstanding principal amount of all Sterling Revolving Loans made by such Lender
to such Alternate Currency Revolving Loan Borrower, (iv) be payable in Pounds
Sterling in the outstanding principal amount of the Sterling Revolving Loans
made to the respective Alternate Currency Revolving Loan Borrower and evidenced
thereby, (v) mature on the Maturity Date, (vi) bear interest as provided in the
appropriate clause of Section 1.09 in respect of the Sterling Revolving Loans
evidenced thereby, (vii) be subject to voluntary prepayment as provided in
Section 4.01, and mandatory repayment as provided in Section 4.02, and (viii) be
entitled to the benefits of this Agreement and the other Credit Documents.

          (f)     The Euro Revolving Note issued by each Alternate Currency
Revolving Loan Borrower that desires to incur Euro Revolving Loans to each
Lender that has a Euro Revolving Loan Sub-Commitment or outstanding Euro
Revolving Loans shall (i) be executed by the respective Alternate Currency
Revolving Loan Borrower, (ii) be payable to the order of such Lender (or an
affiliate designated by such Lender) and be dated the Initial Borrowing Date
(or, if issued thereafter, the date of issuance), (iii) be in a stated principal
amount (expressed in Euros) which exceeds by 25% the Euro Equivalent (as of the
date of issuance) of the respective Lender's Euro Revolving Loan Sub-Commitment,
PROVIDED that if, because of fluctuations in exchange rates after the Initial
Borrowing Date or issuance date, as applicable, the amount of the Euro Revolving
Note of any Alternate Currency Revolving Loan Borrower held by any Lender would
not be at least as great as the outstanding principal amount of Euro Revolving
Loans made by such Lender at any time outstanding and evidenced thereby, the
respective Lender may request (and in such case the respective Alternate
Currency Revolving Loan Borrower shall promptly execute and deliver) a new Euro
Revolving Note in an amount equal to the greater of (x) that amount (expressed
in Euros) which at that time exceeds by 25% the Euro Equivalent of the
respective Lender's Euro Revolving Loan Sub-Commitment or (y) the then
outstanding principal amount of all Euro Revolving Loans made by such Lender to
such Alternate Currency Revolving Loan Borrower, (iv) be payable in Euros in the
outstanding principal amount of the Euro Revolving Loans evidenced thereby, (v)
mature on the Maturity Date, (vi) bear interest as provided in the appropriate
clause of Section 1.09 in respect of the Euro Revolving Loans made to the
respective Alternate Currency Revolving Loan Borrower and evidenced thereby,
(vii) be subject to voluntary prepayment as provided in Section 4.01, and
mandatory repayment as provided in Section 4.02, and (viii) be entitled to the
benefits of this Agreement and the other Credit Documents.

          (g)     The Swingline Note issued by the Corporation to the Swingline
Lender shall (i) be executed by the Corporation, (ii) be payable to the order of
the Swingline Lender and be dated the Initial Borrowing Date (or, if issued
thereafter, the date of the issuance thereof), (iii) be in a stated principal
amount equal to the Maximum Swingline Amount and be payable in Dollars in the
principal amount of the outstanding Swingline Loans to the Corporation evidenced
thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear
interest as provided in the appropriate clause of Section 1.09 in respect of the
Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as
provided in Section 4.01, and mandatory repayment as provided in Section 4.02,
and (vii) be entitled to the benefits of this Agreement and the other Credit
Documents.

                                      -11-
<Page>

          (h)     Each Lender will note on its internal records the amount of
each Loan made by it to each Borrower and each payment in respect thereof and
will prior to any transfer of any of its Notes endorse on the reverse side
thereof the outstanding principal amount of Loans (including, without
limitation, the Face Amount of any Bankers' Acceptances) evidenced thereby.
Failure to make any such notation, or any error in such notation, shall not
affect any Borrower's obligations in respect of such Loans. Each Lender's
internal records of the amount of each Loan made by it and each payment in
respect thereof shall be final and conclusive absent manifest error.

          (i)     Notwithstanding anything to the contrary contained above or
elsewhere in this Agreement, Term Notes, Revolving Notes, Swingline Notes and
Competitive Bid Notes shall only be delivered to Lenders with Loans of the
respective Tranches which at any time specifically request the delivery of such
Notes. No failure of any Lender to request or obtain a Note evidencing its Loans
of any Tranche or to any Borrower shall affect or in any manner impair the
obligations of the respective Borrower to pay the Loans (and all related
Obligations) which would otherwise be evidenced thereby in accordance with the
requirements of this Agreement, and shall not in any way affect the guaranties
therefor provided pursuant to the various Credit Documents. Any Lender which
does not have a Note evidencing its outstanding Loans shall in no event be
required to make the notations otherwise described in preceding clause (h). At
any time when any Lender requests the delivery of a Note to evidence its Loans
of any Tranche, the respective Borrower shall promptly execute and deliver to
the respective Lender the requested Note or Notes in the appropriate amount or
amounts to evidence such Loans.

          1.07 CONVERSIONS. (a) The Corporation shall have the option to
convert, on any Business Day, all or a portion equal to at least the Minimum
Borrowing Amount (for the Type of Loan into which the conversion is being made),
of the outstanding principal amount of Dollar Loans (other than Swingline Loans,
which at all times shall be maintained as Base Rate Loans, and Competitive Bid
Loans) made to the Corporation pursuant to one or more Borrowings (so long as of
the same Tranche of Loans) of one or more Types of Loans into a Borrowing (of
the same Tranche of Loans) of another Type of Loan, PROVIDED that, (i) Dollar
Revolving Loans shall not be permitted to be converted into Alternate Currency
Revolving Loans, and Alternate Currency Revolving Loans shall not be permitted
to be converted into Dollar Revolving Loans or Alternate Currency Revolving
Loans of any different Alternate Currency, (ii) if Eurodollar Loans are
converted into Base Rate Loans on a date other than the last day of an Interest
Period applicable to the Loans being converted, the Corporation shall compensate
the applicable Lenders for any breakage costs incurred in connection therewith
as set forth in Section 1.12, (iii) no such partial conversion of Eurodollar
Loans shall reduce the outstanding principal amount of such Eurodollar Loans
made pursuant to a single Borrowing to less than the Minimum Borrowing Amount
for Eurodollar Loans of the respective Tranche, (iv) unless the Required Lenders
otherwise agree, Base Rate Loans may not be converted into Eurodollar Loans if
any Event of Default exists on the date of conversion, (v) prior to the 90th day
after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar
Loans shall be governed by Section 1.07(d) and (vi) no conversion pursuant to
this Section 1.07 shall result in a greater number of Borrowings of Eurodollar
Loans than is permitted under Section 1.02. Each such conversion shall be
effected by the Corporation giving the Administrative Agent at the Notice
Office, prior to 12:00 Noon (New York time), at least three Business Days' prior
notice (each, a

                                      -12-
<Page>

"NOTICE OF CONVERSION") specifying the Loans to be so converted, the Borrowing
or Borrowings pursuant to which such Loans were made and, if to be converted
into Eurodollar Loans, the Interest Period to be initially applicable thereto.
The Administrative Agent shall give each Lender prompt notice of any such
proposed conversion affecting any of its Loans.

          (b)     Each Alternate Currency Revolving Loan Borrower shall be
entitled: (i) to convert from time to time any Borrowing of Canadian Prime Rate
Loans then outstanding into a Borrowing of Bankers' Acceptance Loans in an
aggregate Face Amount equal to the aggregate principal amount (in Canadian
Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such
Borrowing, PROVIDED that the applicable Alternate Currency Revolving Loan
Borrower shall pay the proceeds of such Bankers' Acceptance Loans, together with
such additional funds as may be required, to the Administrative Agent for the
account of the relevant Alternate Currency Lenders to repay such Borrowing of
outstanding Canadian Prime Rate Loans, and PROVIDED FURTHER that such Canadian
Prime Rate Loans are repaid and such Bankers' Acceptance Loans are obtained, in
each case in accordance with Section 1, Schedule III and any other applicable
provisions of this Agreement; and (ii) contemporaneously with the maturity of
any outstanding Bankers' Acceptance Loans, to obtain Bankers' Acceptance Loans
or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as
the case may be, equal to the aggregate Face Amount of such maturing Bankers'
Acceptance Loans, PROVIDED that the applicable Alternate Currency Revolving Loan
Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan,
together with such additional funds as may be required, to the Administrative
Agent for the account of the relevant Alternate Currency Lenders to repay such
maturing Bankers' Acceptance Loans, and PROVIDED FURTHER that such new Canadian
Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III
and any other applicable provisions of this Agreement.

          (c)     Mandatory conversions of Bankers' Acceptance Loans into
Canadian Prime Rate Loans shall be made in the circumstances, and to the extent,
provided in clause (i) of Schedule III. Except as otherwise provided under
Section 1.17, Bankers' Acceptance Loans shall not be permitted to be converted
into any other Type of Loan prior to the maturity date of the respective
Bankers' Acceptance Loan.

          (d)     Unless the Agents otherwise shall have determined that the
Syndication Date has occurred, (x) no more than three Borrowings of Initial Term
Loans to be maintained as Eurodollar Loans may be incurred prior to the earlier
of (1) the 90th day after the Initial Borrowing Date or, if on such 90th day a
Borrowing of Eurodollar Loans remains outstanding which has an Interest Period
which extends beyond such 90th day, the last day of such Interest Period and (2)
the Syndication Date (the first of which Borrowings may not be made sooner than
the third Business Day after the Initial Borrowing Date and not later than the
fifth Business Day after the Initial Borrowing Date and must have an Interest
Period of one month, and the second and third of which Borrowings may only be
incurred on the last day of the first or second Interest Period, as the case may
be, referenced above in this parenthetical and must also have an Interest Period
of one month) and (y) the only conversions of Term Loans maintained as Base Rate
Loans into Eurodollar Loans which shall be permitted will be conversions into
Eurodollar Loans with an Interest Period of one month, which Interest Period in
each case shall begin and end on the same date as is applicable to one of the
three Interest Periods specified above in clause (x).

                                      -13-
<Page>

          1.08 PRO RATA BORROWINGS. All Borrowings of Initial Term Loans and
Incremental Term Loans under this Agreement shall be incurred from the Lenders
PRO RATA on the basis of their Initial Term Loan Commitments or Incremental Term
Loan Commitments, as the case may be. Subject to the provisions of Section
1.17(c) and, in the case of Mandatory Borrowings, Section 1.01(d), all
Borrowings of Dollar Revolving Loans under this Agreement (including all
Mandatory Borrowings) shall be incurred from the RL Lenders PRO RATA on the
basis of their Dollar Percentages and (ii) all Borrowings of Alternate Currency
Revolving Loans in a given Alternate Currency under this Agreement shall be
incurred from the Alternate Currency Lenders PRO RATA on the basis of their
Alternate Currency RL Percentages as same relate to such Alternate Currency. No
Lender shall be responsible for any default by any other Lender of its
obligation to make Loans hereunder and each Lender shall be obligated to make
the Loans provided to be made by it hereunder, regardless of the failure of any
other Lender to make its Loans hereunder.

          1.09 INTEREST. (a) Each Borrower hereby agrees to pay interest in
respect of the unpaid principal amount of each Base Rate Loan made to it from
the date the proceeds thereof are made available to such Borrower until the
earlier of (x) the maturity thereof (whether by acceleration, prepayment or
otherwise) and (y) the conversion of such Base Rate Loan to a Eurodollar Loan
pursuant to Section 1.07, at a rate per annum which shall be equal to the sum of
the Applicable Margin PLUS the Base Rate, each as in effect from time to time.

          (b)     Each Borrower hereby agrees to pay interest in respect of the
unpaid principal amount of each Eurodollar Loan made to it from the date the
proceeds thereof are made available to such Borrower until the earlier of (x)
the maturity thereof (whether by acceleration, prepayment or otherwise) and (y)
the conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Section
1.07, 1.10 or 1.11, as applicable, at a rate per annum which shall, during each
Interest Period applicable thereto, be equal to the sum of the Applicable Margin
as in effect from time to time PLUS the Eurodollar Rate for such Interest
Period.

          (c)     Each Alternate Currency Revolving Loan Borrower hereby agrees
to pay interest in respect of the unpaid principal amount of each Canadian Prime
Rate Loan made to such Borrower from the date the proceeds thereof are made
available to such Borrower (which shall, in the case of a conversion pursuant to
clause (i) of Schedule III, be deemed to be the date upon which a maturing
Bankers' Acceptance is converted into a Canadian Prime Rate Loan pursuant to
said clause (i), with the proceeds thereof to be equal to the full Face Amount
of the maturing Bankers' Acceptances) until the maturity thereof (whether by
acceleration or otherwise) at a rate per annum which shall be equal to the sum
of the Applicable Margin PLUS the Canadian Prime Rate, each as in effect from
time to time.

          (d)     With respect to Bankers' Acceptance Loans, Acceptance Fees
shall be payable in connection therewith as provided in clause (g) of Schedule
III. Until maturity of the respective Banker's Acceptances, interest shall not
otherwise be payable with respect thereto.

          (e)     Each Alternate Currency Revolving Loan Borrower hereby agrees
to pay interest in respect of the unpaid principal amount of each Sterling
Revolving Loan made to such Borrower from the date the proceeds thereof are made
available to such Borrower until the maturity thereof (whether by acceleration
or otherwise) at a rate per annum which shall, during

                                      -14-
<Page>

each Interest Period applicable thereto, be equal to the sum of the Applicable
Margin as in effect from time to time PLUS the Sterling Euro Rate for such
Interest Period PLUS any Mandatory Costs.

          (f)     Each Alternate Currency Revolving Loan Borrower hereby agrees
to pay interest in respect of the unpaid principal amount of each Euro Revolving
Loan made to such Borrower from the date the proceeds thereof are made available
to such Borrower until the maturity thereof (whether by acceleration or
otherwise) at a rate per annum which shall, during each Interest Period
applicable thereto, be equal to the sum of the Applicable Margin as in effect
from time to time PLUS the Euro LIBOR Rate for such Interest Period PLUS any
Mandatory Costs.

          (g)     The Corporation agrees to pay interest in respect of the
unpaid principal amount of each Competitive Bid Loan made to it from the date
the proceeds thereof are made available to the Corporation until the maturity
thereof (whether by acceleration or otherwise) at the rate or rates per annum
specified pursuant to Section 1.04(b) by the Bidder RL Lender or Bidder RL
Lenders, as the case may be, making such Competitive Bid Loan and accepted by
the Corporation pursuant to Section 1.04(c)(2).

          (h)     Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable hereunder
shall, in each case, bear interest at a rate per annum (1) in the case of
overdue principal of, and interest or other amounts owing with respect to,
Canadian Dollar Revolving Loans and any other amounts owing in Canadian Dollars,
equal to 2% per annum in excess of the Applicable Margin (calculated based on
Level 9 pricing as shown in the definition of Applicable Margin) for Canadian
Prime Rate Loans PLUS the Canadian Prime Rate as in effect from time to time,
(2) in the case of overdue principal of, and interest or other amounts owing
with respect to, Sterling Revolving Loans and any other amounts owing in Pounds
Sterling, equal to 2% per annum in excess of the Applicable Margin (calculated
based on Level 9 pricing as shown in the definition of Applicable Margin) PLUS
the Sterling Euro Rate for such successive periods not exceeding three months as
the Administrative Agent may determine from time to time in respect of amounts
comparable to the amount not paid PLUS any Mandatory Costs, (3) in the case of
overdue principal of, and interest or other amounts owing in respect of, Euro
Revolving Loans, equal to 2% per annum in excess of the Applicable Margin
(calculated based on Level 9 pricing as shown in the definition of Applicable
Margin) PLUS the Euro LIBOR Rate for such successive periods not exceeding three
months as the Administrative Agent may determine from time to time in respective
amounts comparable to the amount not paid PLUS any Mandatory Costs and (4) in
all other cases, equal to the greater of (x) 2% per annum in excess of the rate
otherwise applicable to Base Rate Loans of the respective Tranche (or in the
case of amounts which do not relate to a given Tranche of outstanding Dollar
Loans, 2% per annum in excess of the rate otherwise applicable to Revolving
Loans maintained as Base Rate Loans) from time to time (calculated based on
Level 9 pricing as shown in the definition of Applicable Margin) and (y) the
rate which is 2% in excess of the rate then borne by such Loans.

          (i)     Accrued (and theretofore unpaid) interest shall be payable (i)
in respect of each Base Rate Loan and Canadian Prime Rate Loan, in arrears on
each Quarterly Payment Date, (ii) in the case of any Eurodollar Loan, on the
date of any conversion to a Base Rate Loan pursuant to Section 1.07, 1.10 or
1.11, as applicable (on the amount so converted), (iii) in respect of each Euro
Rate Loan, on the last day of each Interest Period applicable thereto (or, in
the case

                                      -15-
<Page>

of any Interest Period with a duration of six months, at the date which occurs
three calendar months after the first day of such Interest Period, as well as on
the last day of the respective Interest Period), (iv) in respect of each
Competitive Bid Loan, at such times as specified in the Notice of Competitive
Bid Borrowing relating thereto and (v) in respect of each Loan (other than
Bankers' Acceptances), on any repayment or prepayment (on the amount repaid or
prepaid), at maturity (whether by acceleration or otherwise) and, after such
maturity, on demand; PROVIDED that, in the case of Dollar Revolving Loans
maintained as Base Rate Loans, interest shall not be payable pursuant to
preceding clause (v) at the time of any repayment or prepayment thereof unless
the respective repayment or prepayment is made in conjunction with a permanent
reduction of the Total Revolving Loan Commitment.

          (j)     Upon each Interest Determination Date, the Administrative
Agent shall determine the respective Euro Rate for the respective Interest
Period or Interest Periods to be applicable to Euro Rate Loans and shall
promptly notify the respective Borrower and the Lenders thereof. Each such
determination shall, absent manifest error, be final and conclusive and binding
on all parties hereto.

          1.10 INTEREST PERIODS. At the time it gives any Notice of Borrowing or
Notice of Conversion in respect of the making of, or conversion into, any Euro
Rate Loan (in the case of the initial Interest Period applicable thereto) or on
the third Business Day prior to the expiration of an Interest Period applicable
to such Euro Rate Loan (in the case of any subsequent Interest Period), the
respective Borrower shall have the right to elect, by giving the Administrative
Agent notice thereof, the interest period (each, an "INTEREST PERIOD")
applicable to such Euro Rate Loan, which Interest Period shall, at the option of
such Borrower, be a one, two, three or six month period, PROVIDED that:

          (i)     all Euro Rate Loans comprising a single Borrowing shall at all
     times have the same Interest Period;

          (ii)    the initial Interest Period for any Borrowing of Euro Rate
     Loans shall commence on the date of such Borrowing (including, in the case
     of Dollar Loans, the date of any conversion thereto from a Dollar Loan of a
     different Type) and each Interest Period occurring thereafter in respect of
     such Borrowing of Euro Rate Loans shall commence on the day on which the
     next preceding Interest Period applicable thereto expires;

          (iii)   if any Interest Period for a Euro Rate Loan begins on a day
     for which there is no numerically corresponding day in the calendar month
     at the end of such Interest Period, such Interest Period shall end on the
     last Business Day of such calendar month;

          (iv)    if any Interest Period for a Euro Rate Loan would otherwise
     expire on a day which is not a Business Day, such Interest Period shall
     expire on the next succeeding Business Day; PROVIDED, HOWEVER, that if any
     Interest Period for a Euro Rate Loan would otherwise expire on a day which
     is not a Business Day but is a day of the month after which no further
     Business Day occurs in such month, such Interest Period shall expire on the
     next preceding Business Day;

                                      -16-
<Page>

          (v)     unless the Required Lenders otherwise agree, no Interest
     Period may be selected at any time when any Event of Default is in
     existence;

          (vi)    no Interest Period in respect of any Borrowing of Euro Rate
     Loans shall be selected which extends beyond the Maturity Date;

          (vii)   no Interest Period in respect of any Borrowing of Term Loans
     shall be selected which extends beyond any date upon which a mandatory
     repayment of Term Loans will be required to be made under Section 4.02(b)
     if the aggregate principal amount of Term Loans which have Interest Periods
     which will expire after such date will be in excess of the aggregate
     principal amount of Term Loans permitted to be outstanding after such
     mandatory repayment; and

          (viii)  prior to the occurrence of the Syndication Date, the only
     Interest Periods which may be selected with respect to Term Loans incurred
     and/or maintained as Eurodollar Loans are one month Interest Periods which
     begin and end on the dates specified in Section 1.07(d).

          Prior to the termination of any Interest Period applicable to
Alternate Currency Revolving Loans, the respective Alternate Currency Revolving
Loan Borrower may, at its option, designate that the respective Borrowing
subject thereto be split into more than one Borrowing (for purposes of electing
multiple Interest Periods to be subsequently applicable thereto), so long as
each such Borrowing resulting from the action taken pursuant to this sentence
meets the Minimum Borrowing Amount for the respective Tranche. If upon the
expiration of any Interest Period applicable to a Borrowing of Euro Rate Loans,
the respective Borrower has failed to elect, or is not permitted to elect, a new
Interest Period to be applicable to such Euro Rate Loans as provided above, such
Borrower shall be deemed to have elected (x) if Eurodollar Loans, to convert
such Eurodollar Loans into Base Rate Loans and (y) if Alternate Currency
Revolving Loans, to select a one-month Interest Period for such Alternate
Currency Revolving Loans, in either case effective as of the expiration date of
such current Interest Period.

          1.11 INCREASED COSTS, ILLEGALITY, ETC. (a) If any Lender (or, with
respect to clauses (i) and (iv) below, the Administrative Agent) shall have
determined in good faith (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto):

          (i)     on any Interest Determination Date that, by reason of any
     changes arising after the date of this Agreement affecting the applicable
     interbank market, adequate and fair means do not exist for ascertaining the
     applicable interest rate on the basis provided for in the definition of the
     respective Euro Rate; or

          (ii)    at any time, that such Lender shall incur increased costs or
     reductions in the amounts received or receivable hereunder with respect to
     any Euro Rate Loan because of (x) any change arising after the date of this
     Agreement in any applicable law or governmental rule, regulation, order,
     guideline or request (whether or not having the force of law) or in the
     interpretation or administration thereof and including the introduction of
     any new law or governmental rule, regulation, order, guideline or request,
     such as,

                                      -17-
<Page>

     for example, but not limited to: (A) a change in the basis of taxation of
     payment to any Lender of the principal of or interest on the Notes or any
     other amounts payable hereunder (except for changes in the rate of tax on,
     or determined by reference to, the net income or profits of such Lender
     pursuant to the laws of the jurisdiction in which it is organized or in
     which its principal office or applicable lending office is located or any
     subdivision thereof or therein) or (B) a change in official reserve
     requirements (except to the extent covered by Section 1.11(d) in respect of
     Alternate Currency Revolving Loans or included in the computation of the
     Eurodollar Rate) or any special deposit, assessment or similar requirement
     against assets of, deposits with or for the account of, or credit extended
     by, any Lender (or its applicable lending office) and/or (y) other
     circumstances since the date of this Agreement affecting the applicable
     interbank market; or

          (iii)   at any time after the date of this Agreement, that the making
     or continuance of any Euro Rate Loan has been made (x) unlawful by any law
     or governmental rule, regulation or order, (y) impossible by compliance by
     any Lender in good faith with any governmental request (whether or not
     having the force of law) or (z) impracticable as a result of a contingency
     occurring after the date of this Agreement which materially and adversely
     affects the applicable interbank market; or

          (iv)    at any time that any Alternate Currency is not available in
     sufficient amounts to fund any Borrowing of Alternate Currency Revolving
     Loans requested pursuant to Section 1.01;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) or (iv) above) shall promptly give notice (by telephone
promptly confirmed in writing) to the respective Borrower and, except in the
case of clauses (i) and (iv) above, to the Administrative Agent of such
determination (which notice the Administrative Agent shall promptly transmit to
each of the other Lenders). Thereafter (w) in the case of clause (i) above, (A)
if Eurodollar Loans are so affected, Eurodollar Loans shall no longer be
available until such time as the Administrative Agent notifies the Corporation
and the Lenders that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion given by the Corporation with respect to Eurodollar Loans which have
not yet been incurred (including by way of conversion) shall be deemed rescinded
by the Corporation, and (B) if any Alternate Currency Revolving Loan is so
affected, the relevant Euro Rate shall be determined on the basis provided in
the proviso to the definition of the relevant Euro Rate, (x) in the case of
clause (ii) above, the respective Borrower shall pay to such Lender, upon its
written request therefor, such additional amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such
Lender shall determine) as shall be required to compensate such Lender for such
increased costs or reductions in amounts received or receivable hereunder (a
written notice as to the additional amounts owed to such Lender, showing in
reasonable detail the basis for the calculation thereof, submitted to the
respective Borrower by such Lender shall, absent manifest error, be final and
conclusive and binding on all the parties hereto), (y) in the case of clause
(iii) above, the respective Borrower shall take one of the actions specified in
Section 1.11(b) as promptly as possible and, in any event, within the time
period required by law and (z) in the case of clause (iv) above, Alternate
Currency Revolving Loans (exclusive of Alternate Currency Revolving Loans which
have theretofore been funded) shall no longer be available in the respective
Alternate Currency or

                                      -18-
<Page>

Alternate Currencies until such time as the Administrative Agent notifies the
Alternate Currency Revolving Loan Borrowers and the Lenders that the
circumstances giving rise to such notice by the Administrative Agent no longer
exist, and any Notice of Borrowing given by any Alternate Currency Revolving
Loan Borrower with respect to such Alternate Currency Revolving Loans which have
not been incurred shall be deemed rescinded by the respective Alternate Currency
Revolving Loan Borrower.

          (b)     At any time that any Euro Rate Loan is affected by the
circumstances described in Section 1.11(a)(ii) or (iii), the respective Borrower
may (and in the case of a Euro Rate Loan affected by the circumstances described
in Section 1.11(a)(iii) shall) either (x) if the affected Euro Rate Loan is then
being made initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Administrative Agent telephonic notice (confirmed in
writing) on the same date that such Borrower was notified by the affected Lender
or the Administrative Agent or (y) if the affected Euro Rate Loan is then
outstanding, upon at least three Business Days' written notice to the
Administrative Agent, (A) in the case of a Eurodollar Loan, request the affected
Lender to convert such Eurodollar Loan into a Base Rate Loan (which conversion,
in the case of the circumstances described in Section 1.11(a)(iii), shall occur
no later than the last day of the Interest Period then applicable to such
Eurodollar Loan (or such earlier date as shall be required by applicable law))
and (B) in the case of an Alternate Currency Revolving Loan, repay such
Alternate Currency Revolving Loan in full; PROVIDED that (i) if the
circumstances described in Section 1.11(a)(iii) apply to any Alternate Currency
Revolving Loan, the respective Alternate Currency Revolving Loan Borrowers may,
in lieu of taking the actions described above, maintain such Alternate Currency
Revolving Loan outstanding, in which case the applicable Euro Rate shall be
determined on the basis provided in the proviso to the definition of Euro Rate
or Sterling Euro Rate, as the case may be, unless the maintenance of such
Alternate Currency Revolving Loan outstanding on such basis would not stop the
conditions described in Section 1.11(a)(iii) from existing (in which case the
actions described above, without giving effect to the proviso, shall be required
to be taken) and (ii) if more than one Lender is affected at any time as
described above in this clause (b), then all affected Lenders must be treated
the same pursuant to this Section 1.11(b).

          (c)     If at any time after the date of this Agreement any Lender
determines that the introduction of or any change (which introduction or change
shall have occurred after the date of this Agreement) in any applicable law or
governmental rule, regulation, order, guideline, directive or request (whether
or not having the force of law) concerning capital adequacy, or any change in
interpretation or administration thereof by the National Association of
Insurance Commissioners ("NAIC") or any governmental authority, central bank or
comparable agency, will have the effect of increasing the amount of capital
required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender's Commitments
hereunder or its obligations hereunder, then the Borrowers jointly and severally
agree to pay to such Lender, upon its written demand therefor, such additional
amounts as shall be required to compensate such Lender or such other corporation
for the increased cost to such Lender or such other corporation or the reduction
in the rate of return to such Lender or such other corporation as a result of
such increase of capital. In determining such additional amounts, each Lender
will act reasonably and in good faith and will use averaging and attribution
methods which are reasonable, PROVIDED that such Lender's determination of
compensation owing under this Section 1.11(c) shall, absent manifest error, be
final and conclusive and binding on all the

                                      -19-
<Page>

parties hereto. Each Lender, upon determining that any additional amounts will
be payable pursuant to this Section 1.11(c), will give prompt written notice
thereof to the Borrowers, which notice shall show in reasonable detail the basis
for calculation of such additional amounts.

          (d)     If any Lender shall in good faith determine (which
determination shall, absent manifest error, be final and conclusive and binding
on all parties hereto) at any time that such Lender is required to maintain
reserves (including, without limitation, any marginal, emergency, supplemental,
special or other reserves required by applicable law) which have been
established by any Federal, state, local or foreign court or governmental
agency, authority, instrumentality or regulatory body with jurisdiction over
such Lender (including any branch, Affiliate or funding office thereof) in
respect of any Euro Rate Loans or any category of liabilities which includes
deposits by reference to which the interest rate on any Euro Rate Loan is
determined or any category of extensions of credit or other assets which
includes loans of the same or similar type as any Euro Rate Loans, then, unless
such reserves are already being charged for pursuant to Section 1.11(a)(ii),
such Lender shall promptly notify the respective Borrower or Borrowers in
writing specifying the additional amounts required to indemnify such Lender
against the cost of maintaining such reserves (such written notice to provide in
reasonable detail a computation of such additional amounts) and the respective
Borrowers shall, and shall be obligated to, pay to such Lender such specified
amounts as additional interest at the time that the respective Borrower or
Borrowers are otherwise required to pay interest in respect of such Euro Rate
Loans or, if later, on written demand therefor by such Lender.

          1.12 COMPENSATION. The respective Borrower shall compensate each
Lender, upon its written request (which request shall set forth in reasonable
detail the basis for requesting such compensation), for all reasonable losses,
expenses and liabilities (including, without limitation, any loss, expense or
liability incurred by reason of the liquidation or reemployment of deposits or
other funds required by such Lender to fund its Euro Rate Loans, but excluding
loss of anticipated profits) which such Lender may sustain: (i) if for any
reason (other than a default by such Lender) a Borrowing of, or conversion from
or into, Euro Rate Loans does not occur on a date specified therefor in a Notice
of Borrowing or Notice of Conversion (whether or not rescinded or deemed
rescinded pursuant to Section 1.11(a) or (b)); (ii) if any repayment (including
any repayment made pursuant to Section 4.01 or 4.02 or as a result of an
acceleration of the Loans pursuant to Section 10) or conversion of any Euro Rate
Loans occurs on a date which is not the last day of an Interest Period with
respect thereto; (iii) if any repayment (including any repayment made pursuant
to Section 4.01 or 4.02 or as a result of an acceleration of the Loans pursuant
to Section 10) of any Bankers' Acceptance Loan occurs on a date which is not the
maturity date of the respective Bankers' Acceptance; (iv) if any prepayment of
any Euro Rate Loans or Bankers' Acceptance Loans is not made on any date
specified in a notice of prepayment given by the respective Borrower; or (v) as
a consequence of (x) any other default by the respective Borrower to repay its
Loans when required by the terms of this Agreement or any Note held by such
Lender, (y) any election made pursuant to Section 1.11(b) or (z) the replacement
of any Lender pursuant to Section 1.14.

          1.13 LENDING OFFICES; CHANGES THERETO. (a) Each Lender may at any time
or from time to time designate, by written notice to the Administrative Agent to
the extent not already reflected on Schedule II, one or more lending offices
(which, for this purpose, may include Affiliates of the respective Lender) for
the various Loans made, and Letters of Credit

                                      -20-
<Page>

participated in, by such Lender (including by designating a separate lending
office (or Affiliate) to act as such with respect to Dollar Loans and Letter of
Credit Outstandings versus Alternate Currency Revolving Loans); PROVIDED that,
for designations made after the Initial Borrowing Date, to the extent such
designation shall result in increased costs under Section 1.11, 2.06 or 4.04 in
excess of those which would be charged in the absence of the designation of a
different lending office (including a different Affiliate of the respective
Lender), then the Borrowers shall not be obligated to pay such excess increased
costs (although the Borrowers, in accordance with and pursuant to the other
provisions of this Agreement, shall be obligated to pay the costs which would
apply in the absence of such designation and any subsequent increased costs of
the type described above resulting from changes after the date of the respective
designation). Each lending office and Affiliate of any Lender designated as
provided above shall, for all purposes of this Agreement, be treated in the same
manner as the respective Lender (and shall be entitled to all indemnities and
similar provisions in respect of its acting as such hereunder).

          (b)     Each Lender agrees that on the occurrence of any event giving
rise to the operation of Section 1.11(a)(ii) or (iii), Section 1.11(c), Section
1.11(d), Section 2.06 or Section 4.04 with respect to such Lender, it will, if
requested by the applicable Borrower, use reasonable efforts (subject to overall
policy considerations of such Lender) to designate another lending office for
any Loans or Letters of Credit affected by such event, PROVIDED that such
designation is made on such terms that such Lender and its lending office suffer
(as determined in such Lender's sole discretion) no economic, legal or
regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of such Section. Nothing in this Section 1.13
shall affect or postpone any of the obligations of any Borrower or the right of
any Lender provided in Sections 1.11, 2.06 and 4.04.

          1.14 REPLACEMENT OF LENDERS. (x) If any Lender becomes a Defaulting
Lender, (y) upon the occurrence of an event giving rise to the operation of
Section 1.11(a)(ii) or (iii), Section 1.11(c), Section 1.11(d), Section 2.06 or
Section 4.04 with respect to any Lender which results in such Lender charging to
any Borrower increased costs in excess of those being generally charged by the
other Lenders or (z) in the case of the refusal by a Lender to consent to
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Corporation shall have the right, if
no Event of Default and no Specified Default will exist immediately after giving
effect to such replacement, to replace such Lender (the "REPLACED LENDER") with
one or more other Eligible Transferees, none of whom shall constitute a
Defaulting Lender at the time of such replacement (collectively, the
"REPLACEMENT LENDER") and each of whom shall be required to be reasonably
acceptable to the Administrative Agent and each Lender which at the time of such
replacement is an Issuing Bank with respect to one or more outstanding Letters
of Credit; PROVIDED that:

          (i)     any Replacement Lender in a replacement pursuant to this
     Section 1.14 (with each such replacement being herein called a
     "REPLACEMENT") shall be required to comply with the requirements of Section
     13.04(b) and at the time of any Replacement the Replacement Lender shall
     enter into one or more Assignment and Assumption Agreements pursuant to
     Section 13.04(b) (and shall pay all fees payable pursuant to said Section
     13.04(b)) pursuant to which the Replacement Lender shall acquire all of the
     Commitments (and related sub-commitments) and outstanding Loans of, and in
     each case

                                      -21-
<Page>

     participations in Letters of Credit by, the Replaced Lender and, in
     connection therewith, shall pay to (x) the Replaced Lender in respect
     thereof amounts (in the respective currencies in which such obligations are
     denominated) equal to the sum of (I) the principal of (including, without
     limitation, the Face Amount of Bankers' Acceptance Loans), and all accrued
     interest on, all outstanding Loans of the Replaced Lender, (II) all Unpaid
     Drawings that have been funded by (and not reimbursed to) such Replaced
     Lender, together with all then unpaid interest with respect thereto at such
     time and (III) all accrued, but theretofore unpaid, Fees owing to the
     Replaced Lender pursuant to Section 3.01, (y) each Issuing Bank an amount
     equal to such Replaced Lender's Dollar Percentage of any Unpaid Drawing
     (which at such time remains an Unpaid Drawing) to the extent such amount
     was not theretofore funded by such Replaced Lender to such Issuing Bank and
     (z) the Swingline Lender an amount equal to such Replaced Lender's Dollar
     Percentage of any Mandatory Borrowing to the extent such amount was not
     theretofore funded by such Replaced Lender; and

          (ii)    all Obligations of the Borrowers due and owing to the Replaced
     Lender at such time (other than those specifically described in clause (i)
     above in respect of which the assignment purchase price has been, or is
     concurrently being, paid) shall be paid in full to such Replaced Lender
     concurrently with such replacement.

          Upon the execution of the respective Assignment and Assumption
Agreements, the payment of amounts referred to in clauses (i) and (ii) above,
recordation of the assignment on the Register by the Administrative Agent
pursuant to Section 13.15 and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of the appropriate Note or Notes executed by
the respective Borrower, the Replacement Lender shall become a Lender hereunder
and the Replaced Lender shall cease to constitute a Lender hereunder, except
with respect to indemnification provisions under this Agreement (including,
without limitation, Sections 1.11, 1.12, 1.16, 2.06, 4.04, 12.06 and 13.01),
which shall survive as to such Replaced Lender. In connection with any
replacement of Lenders pursuant to, and as contemplated by, this Section 1.14,
each of the Alternate Currency Revolving Loan Borrowers hereby irrevocably
authorizes the Corporation to take all necessary action, in the name of the
various Borrowers, as described above in this Section 1.14 in order to effect
the replacement of the respective Lender or Lenders in accordance with the
preceding provisions of this Section 1.14.

          1.15 BANKERS' ACCEPTANCE PROVISIONS. (a)   The parties hereto agree
that the provisions of Schedule III shall apply to all Bankers' Acceptances and
Bankers' Acceptance Loans created hereunder, and that the provisions of Schedule
III shall be deemed incorporated by reference into this Agreement as if such
provisions were set forth in their entirety herein.

          (b)     Schedule 1.15(b) hereto contains a description of all bankers'
acceptances created and issued pursuant to the Existing Credit Agreement and
outstanding on the Effective Date (and setting forth, with respect to each such
bankers' acceptance, (i) the name of the issuing lender, (ii) the name(s) of the
account party or account parties, (iii) the stated amount (which shall be in
Canadian Dollars), (iv) the name of the beneficiary and (v) the expiry date).
Each such bankers' acceptance (each, an "EXISTING BANKERS' ACCEPTANCE") shall
constitute a "Bankers' Acceptance" for all purposes of this Agreement, created
and issued, for purposes of Section 1.01(b) and Schedule III hereto, on the
Initial Borrowing Date.

                                      -22-
<Page>

          1.16 EUROPEAN MONETARY UNION. The following provisions of this Section
1.16 shall come into effect on and from the date on which the United Kingdom
becomes a Participating Member State. Each obligation under this Agreement which
has been denominated in Pounds Sterling shall be redenominated into Euros in
accordance with the relevant EMU Legislation. However, if and to the extent that
the relevant EMU Legislation provides that an amount which is denominated in
Pounds Sterling can be paid by the debtor either in Euros or in that national
currency unit, each party to this Agreement shall be entitled to pay or repay
any amount denominated or owing in Pounds Sterling hereunder either in Euros or
in Pounds Sterling. Without prejudice and in addition to any method of
conversion or rounding prescribed by any relevant EMU Legislation, (i) each
reference in this Agreement to a minimum amount (or an integral multiple
thereof) in Pounds Sterling shall be replaced by a reference to such reasonably
comparable and convenient amount (or an integral multiple thereof) in Euros as
the Administrative Agent may from time to time specify and (ii) except as
expressly provided in this Section 1.16, this Agreement shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify to be necessary or appropriate to reflect the introduction of or
changeover to Euros in the United Kingdom, PROVIDED that this Section 1.16 shall
not reduce or increase any actual or contingent liability arising under this
Agreement.

          1.17 SPECIAL PROVISIONS REGARDING RL LENDERS AND ALTERNATE CURRENCY
REVOLVING LOANS. (a) On any date the Corporation may, at its option, permanently
reduce or terminate the Alternate Currency Revolving Loan Sub-Commitments
relating to one or more of the Alternate Currencies by written notice to the
Administrative Agent to such effect (specifying the aggregate amount of
reductions to various Alternate Currency Revolving Loan Sub-Commitments relating
to each Alternate Currency); PROVIDED that (i) no such reduction shall be made
in an amount which would cause the Dollar Equivalent of the then outstanding
aggregate principal amount or Face Amount, as the case may be, of the Alternate
Currency Loans in any given Alternate Currency to exceed the aggregate Alternate
Currency Revolving Loan Sub-Commitments of the Alternate Currency Lenders in
respect of such Alternate Currency after giving effect to the respective
reduction pursuant to this Section 1.17(a), (ii) each reduction pursuant to this
clause (a) shall apply PRO RATA to reduce the Alternate Currency Revolving Loan
Sub-Commitments of the various Alternate Currency Lenders in respect of such
Alternate Currency (based upon the relative amounts of such sub-commitments),
and (iii) except to the extent the reduction to the Alternate Currency Revolving
Loan Sub-Commitments pursuant to this Section 1.17(a) is accompanied by a like
reduction to the amount of the Total Revolving Loan Commitment pursuant to
Section 3.02, the amount of each RL Lender's reduction to its Alternate Currency
Revolving Loan Sub-Commitments pursuant to this clause (a) shall result in a
like increase to its Non-Alternate Currency Revolving Loan Sub-Commitment.

          (b)     On the fifth Business Day after the occurrence of a Sharing
Event, automatically (and without the taking of any action) (x) all then
outstanding Alternate Currency Revolving Loans shall be automatically converted
into Dollar Loans (in an amount equal to the Dollar Equivalent of the aggregate
principal amount or Face Amount, as the case may be, of the respective Alternate
Currency Revolving Loans on the date such Sharing Event first occurred), which
Dollar Revolving Loans shall be owed by the respective Alternate Currency
Revolving Loan Borrower, shall thereafter be deemed to be Base Rate Loans and
shall be immediately due and payable on the date such Sharing Event has occurred
and (y) all accrued and unpaid interest and other amounts owing with respect to
such Alternate Currency Revolving Loans shall be

                                      -23-
<Page>

immediately due and payable in Dollars, taking the Dollar Equivalent of such
accrued and unpaid interest and other amounts. The occurrence of any conversion
as provided above in this Section 1.17(b) shall be deemed to constitute, for
purposes of Section 1.12, a prepayment of the respective Alternate Currency
Revolving Loans before the last day of any Interest Period relating thereto.

          (c)     Upon the occurrence of a Sharing Event, each RL Lender shall
(and hereby unconditionally and irrevocably agrees to) purchase and sell (in
each case in Dollars) undivided participating interests in the Revolving Loans
outstanding to, and any Unpaid Drawings owing by, each Borrower in such amounts
so that each RL Lender shall have a share of the outstanding Revolving Loans and
Unpaid Drawings then owing by each Borrower equal to its RL Percentage thereof.
Upon any such occurrence the Administrative Agent shall notify each RL Lender
and shall specify the amount of Dollars required from such RL Lender in order to
effect the purchases and sales by the various RL Lenders of participating
interests in the amounts required above (together with accrued interest with
respect to the period from the last interest payment date through the date of
the Sharing Event plus any additional amounts payable by any respective Borrower
pursuant to Section 4.04 hereof in respect of such accrued but unpaid interest);
PROVIDED that each RL Lender shall be deemed to have purchased, automatically
and without request, such participating interests. Promptly upon receipt of such
request, each RL Lender shall deliver to the Administrative Agent (in
immediately available funds in Dollars) the net amounts as specified by the
Administrative Agent. The Administrative Agent shall promptly deliver the
amounts so received to the various RL Lenders in such amounts as are needed to
effect the purchases and sales of participations as provided above. Promptly
following receipt thereof, each RL Lender which has sold participations in any
of its Revolving Loans (through the Administrative Agent) will deliver to each
RL Lender (through the Administrative Agent) which has so purchased a
participating interest a participation certificate dated the date of receipt of
such funds and in such amount. It is understood that the amount of funds
delivered by each RL Lender shall be calculated on a net basis, giving effect to
both the sales and purchases of participations by the various RL Lenders as
required above.

          (d)     Upon, and after, the occurrence of a Sharing Event (i) no
further Alternate Currency Revolving Loans shall be made to any Borrower,
(ii) all amounts from time to time accruing with respect to, and all amounts
from time to time payable on account of, such Alternate Currency Revolving Loans
(including, without limitation, any interest and other amounts which were
accrued but unpaid on the date of such purchase) shall be payable in Dollars as
if such Alternate Currency Revolving Loan had originally been made in Dollars
and shall be distributed by the relevant RL Lenders (or their affiliates) to the
Administrative Agent for the account of the RL Lenders which made such Loans or
are participating therein and (iii) the Alternate Currency Revolving Loan
Sub-Commitments of the various Alternate Currency Lenders shall be automatically
terminated (which shall result in a like increase to the Non-Alternate Currency
Revolving Loan Sub-Commitments of the respective Lenders, except to the extent
the Revolving Loan Commitments of the various Lenders are terminated as
otherwise provided in this Agreement). Notwithstanding anything to the contrary
contained above, the failure of any RL Lender to purchase its participating
interests in any Revolving Loans upon the occurrence of a Sharing Event shall
not relieve any other RL Lender of its obligation hereunder to purchase its
participating interests in a timely manner, but no RL Lender shall be
responsible

                                      -24-
<Page>

for the failure of any other RL Lender to purchase the participating interest to
be purchased by such other RL Lender on any date.

          (e)     If any amount required to be paid by any RL Lender pursuant to
Section 1.17(c) is paid to the Administrative Agent within one Business Day
following the date upon which such RL Lender receives notice from the
Administrative Agent of the amount of its participations required to be
purchased pursuant to said Section 1.17(c), such RL Lender shall also pay to the
Administrative Agent on demand an amount equal to the product of (i) the amount
so required to be paid by such RL Lender for the purchase of its participations
MULTIPLIED BY (ii) the daily average Federal Funds Rate, during the period from
and including the date of request for payment to but excluding the date on which
such payment is immediately available to the Administrative Agent MULTIPLIED BY
(iii) a fraction, the numerator of which is the number of days that elapsed
during such period and the denominator of which is 360. If any such amount
required to be paid by any RL Lender pursuant to Section 1.17(c) is not in fact
made available to the Administrative Agent within three Business Days following
the date upon which such RL Lender receives notice from the Administrative Agent
as to the amount of participations required to be purchased by it, the
Administrative Agent shall be entitled to recover from such RL Lender on demand,
such amount with interest thereon calculated from such request date at the rate
per annum applicable to Dollar Revolving Loans maintained as Base Rate Loans
hereunder. A certificate of the Administrative Agent submitted to any RL Lender
with respect to any amounts payable under this Section 1.17 shall be conclusive
in the absence of manifest error. Amounts payable by any RL Lender pursuant to
this Section 1.17 shall be paid to the Administrative Agent for the account of
the relevant RL Lenders; PROVIDED that, if the Administrative Agent (in its sole
discretion) has elected to fund on behalf of such RL Lender the amounts owing to
such RL Lenders, then the amounts shall be paid to the Administrative Agent for
its own account.

          (f)     Whenever, at any time after the relevant RL Lenders have
received from any RL Lenders purchases of participations in any Revolving Loans
pursuant to this Section 1.17, the various RL Lenders receive any payment on
account thereof, such RL Lenders will distribute to the Administrative Agent,
for the account of the various RL Lenders participating therein, such RL
Lenders' participating interests in such amounts (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which such
participations were outstanding) in like funds as received; PROVIDED, HOWEVER,
that if such payment received by any RL Lenders is required to be returned, the
RL Lenders who received previous distributions in respect of their participating
interests therein will return to the respective RL Lenders any portion thereof
previously so distributed to them in like funds as such payment is required to
be returned by the respective RL Lenders.

          (g)     Each RL Lender's obligation to purchase participating interest
pursuant to this Section 1.17 shall be absolute and unconditional and shall not
be affected by any circumstance including, without limitation, (a) any setoff,
counterclaim, recoupment, defense or other right which such RL Lender may have
against any other RL Lender, the relevant Borrower or any other Person for any
reason whatsoever, (b) the occurrence or continuance of an Event of Default, (c)
any adverse change in the condition (financial or otherwise) of any Borrower or
any other Person, (d) any breach of this Agreement by any Borrower or any Lender
or any other Person, or (e) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

                                      -25-
<Page>

          (h)     Notwithstanding anything to the contrary contained elsewhere
in this Agreement, upon any purchase of participations as required above, each
RL Lender which has purchased such participations shall be entitled to receive
from the relevant Borrower any increased costs and indemnities (including,
without limitation, pursuant to Sections 1.11, 1.12, 1.16, 2.06 and 4.04)
directly from such Borrower to the same extent as if it were the direct Lender
as opposed to a participant therein, which increased costs shall be calculated
without regard to Section 1.13, Section 13.04(a) or the last sentence of Section
13.04(b). The Borrowers acknowledge and agree that, upon the occurrence of a
Sharing Event and after giving effect to the requirements of this Section 1.17,
increased Taxes may be owing by them pursuant to Section 4.04, which Taxes shall
be paid (to the extent provided in Section 4.04) by the respective Borrowers,
without any claim that the increased Taxes are not payable because same resulted
from the participations effected as otherwise required by this Section 1.17.

          1.18 SPECIAL PROVISIONS APPLICABLE TO THE TOTAL CANADIAN DOLLAR
REVOLVING LOAN SUB-COMMITMENT. (a) Notwithstanding anything to the contrary
contained in this Agreement, the parties hereto agree that (i) the Total
Canadian Dollar Revolving Loan Sub-Commitment, shall be fixed on a quarterly
basis in accordance with this Section; (ii) in no event shall the Total Canadian
Dollar Revolving Loan Sub-Commitment exceed the sum of the Alternate Currency
Revolving Loan Sub-Commitments of the various Alternate Currency Lenders
relating to Canadian Dollars as then in effect (after giving effect to any
reductions to such Alternate Currency Revolving Loan Sub-Commitments from time
to time, including pursuant to Sections 1.17, 1.18(b), 3.02, 3.03, 10 and/or
13.12(e)); (iii) in no event shall the Canadian Dollar Revolving Loan
Sub-Commitment for any Alternate Currency Lender exceed the amount set forth
opposite such Alternate Currency Lender's name in Schedule I-B directly below
the column entitled "Canadian Dollar Revolving Loan Sub-Commitment," as the same
may be (x) reduced from time to time pursuant to Sections 1.17, 1.18(b), 3.02,
3.03, 10 and/or 13.12(e), (y) increased from time to time pursuant to Section
13.12(d) or (z) further adjusted from time to time as a result of assignments to
or from such Lender pursuant to Section 1.14 or 13.04(b); (iv) at no time shall
any Borrower be permitted to request an extension of credit pursuant to the
Total Revolving Loan Commitment (whether in the form of Revolving Loans or
Swingline Loans or Competitive Bid Loans or Letter of Credit Outstandings) and
no such credit shall be made available if, after giving effect thereto, the sum
of the aggregate principal amount (taking the Dollar Equivalent of the principal
amount of Alternate Currency Revolving Loans made available in currencies other
than Canadian Dollars) of outstanding Revolving Loans (excluding for this
purpose Canadian Dollar Revolving Loans), Swingline Loans and Competitive Bid
Loans and the amount of Letter of Credit Outstandings at such time would exceed
an amount equal to the Total Revolving Loan Commitment as then in effect LESS
the Total Canadian Dollar Revolving Loan Sub-Commitment as then in effect; (v)
at no time shall any Alternate Currency Revolving Loan Borrower be permitted to
request an extension of credit in the form of Canadian Dollar Revolving Loans
if, after giving effect thereto, the aggregate principal (and Face Amount, as
applicable) of outstanding Canadian Dollar Revolving Loans (for this purpose,
using the Dollar Equivalent of the principal and/or Face Amount, as appropriate,
of Canadian Dollar Revolving Loans) would at any time exceed the Total Canadian
Dollar Revolving Loan Sub-Commitment; and (vi) the Canadian Dollar Revolving
Loan Sub-Commitment for any Alternate Currency Lender at any time shall be an
amount equal to its PRO RATA share of the Total Canadian Dollar Revolving Loan
Sub-Commitment at such time determined on the basis of the Alternate

                                      -26-
<Page>

Currency RL Percentages of the various Alternate Currency Lenders in respect of
Canadian Dollars.

          (b)     The Corporation, not more than 30 days and not less than 5
Business Days prior to the last day of each calendar quarter, shall give written
notice to the Administrative Agent either (x) requesting an adjustment effective
as of the first Business Day of the immediately following calendar quarter (each
such date, an "ADJUSTMENT DATE") to the amount of the Total Canadian Dollar
Revolving Loan Sub-Commitment; or (y) confirming that there will be no
adjustments to the amount available under the Total Canadian Dollar Revolving
Loan Sub-Commitment; PROVIDED that (i) no reduction to the amount of the Total
Canadian Dollar Revolving Loan Sub-Commitment may be made if, after giving
effect to any such reduction, the Total Canadian Dollar Revolving Loan
Sub-Commitment would be less than the sum of the aggregate Face Amount of all
Bankers' Acceptance Loans and the principal amount of all Canadian Prime Rate
Loans (for this purpose, using the Dollar Equivalent of the Face Amounts or
principal amounts thereof) then outstanding (other than any such Canadian Dollar
Revolving Loans which will be repaid in full on or before the respective
Adjustment Date); and (ii) the failure by the Corporation to deliver any such
written notice (or the delivery by the Corporation of any such notice which does
not comply with the requirements contained in this Section) to the
Administrative Agent within the period required above will be deemed to be
delivery by the Corporation to the Administrative Agent of a written notice that
there will be no adjustment to the Total Canadian Dollar Revolving Loan
Sub-Commitment. If any adjustment is made on an Adjustment Date as described in
this Section, then on the respective Adjustment Date all repayments required by
this Section and Section 4.02(a) shall be made on such date to the extent
required as a result of such adjustments and in manner provided in Section 4.02.

          (c)     In connection with any loans and/or repayments made as a
result of adjustments to the Total Canadian Dollar Revolving Loan Sub-Commitment
and the Canadian Dollar Revolving Loan Sub-Commitment for any Alternate Currency
Lender as requested above, then, so long as arrangements satisfactory to the
Administrative Agent are made for the repayment of all amounts which will be due
on the respective Adjustment Date as a result thereof, loans shall be permitted
to be requested by the Borrowers as a result of any change in the amount of the
Total Canadian Dollar Revolving Loan Sub-Commitments on such date (subject to
satisfaction of the other terms and conditions of this Agreements) so long as
arrangements satisfactory to the Administrative Agent are made so that, by the
time required by Section 4.03, all payments will be made by the Borrowers on
such Adjustment Date as a result of any change in the amount of the Total
Canadian Dollar Revolving Loan Sub-Commitment, on such date. It is understood
and agreed that the Administrative Agent shall have no liability to any Lender
if the payments contemplated above in this Section are not actually made on the
Adjustment Date, and that any failure to make the payments required to be made
on an Adjustment Date pursuant to this Section or Section 4.02(a) shall
constitute an Event of Default in accordance with the terms of Section 10.01.

          1.19 INCREMENTAL TERM LOAN COMMITMENTS. (a) So long as the Incremental
Loan Commitment Requirements are satisfied at the time of the delivery of the
request referred to below, the Corporation shall have the right at any time and
from time to time and upon at least 5 Business Days' prior written notice to the
Administrative Agent, to request on one or more occasions that one or more
Lenders (and/or one or more other Persons which will become

                                      -27-
<Page>

Lenders as provided below) provide Incremental Term Loan Commitments and,
subject to the terms and conditions contained in this Agreement, make
Incremental Term Loans pursuant thereto; it being understood and agreed,
however, that (i) no Lender shall be obligated to provide an Incremental Term
Loan Commitment as a result of any such request by the Corporation, (ii) until
such time, if any, as (x) such Lender has agreed in its sole discretion to
provide an Incremental Term Loan Commitment and executed and delivered to the
Administrative Agent an Incremental Term Loan Commitment Agreement as provided
in clause (b) of this Section 1.19 and (y) the other conditions set forth in
Section 1.19(b) shall have been satisfied, such Lender shall not be obligated to
fund any Incremental Term Loans, (iii) any Lender (or, in the circumstances
contemplated by clause (vi) below, any other Person which will qualify as an
Eligible Transferee) may so provide an Incremental Term Loan Commitment without
the consent of any other Lender (other than the Administrative Agent in the
circumstances contemplated by the definition of Incremental Loan Commitment
Requirements), (iv) each provision of Incremental Term Loan Commitments pursuant
to this Section 1.19 on a given date shall be in a minimum aggregate amount (for
all Lenders (including in the circumstances contemplated by clause (vi) below,
Eligible Transferees who will become Lenders)) of at least $10,000,000 and in
integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of
all Incremental Term Loan Commitments permitted to be provided pursuant to this
Section 1.19, when combined with the aggregate amount of all Incremental
Revolving Loan Commitments permitted to be provided pursuant to Section 1.20,
shall not exceed $200,000,000, (vi) if (A) after the Corporation has requested
the then existing Lenders (other than Defaulting Lenders) to provide Incremental
Term Loan Commitments pursuant to this Section 1.19, the Corporation has not
received Incremental Term Loan Commitments in an aggregate amount equal to that
amount of Incremental Term Loan Commitments which the Corporation desires to
obtain pursuant to such request (as set forth in the notice provided by the
Corporation as provided below) or (B) the Corporation is obligated to request an
Incremental Term Loan Commitment from one or more Eligible Transferees that is
not already a Lender in order to comply with the requirements of subclause (y)
of the proviso appearing in Section 1.20(a)(vi), then the Corporation may
request Incremental Term Loan Commitments from Persons reasonably acceptable to
the Administrative Agent which would qualify as Eligible Transferees hereunder
in an aggregate amount equal to such deficiency (in circumstances contemplated
by preceding clause (A)) or the amount required to comply with the requirements
of subclause (y) of the proviso appearing in Section 1.20(a)(vi) (in the
circumstances contemplated by preceding subclause (B)), as the case may be, in
any such case on terms which are no more favorable to such Eligible Transferee
in any respect than the terms offered to the Lenders, PROVIDED that (x) any such
Incremental Term Loan Commitment provided by any such Eligible Transferee which
is not already a Lender shall be in a minimum amount (for such Eligible
Transferee) of at least $5,000,000 and (y) any request of Incremental Term Loan
Commitments from any such Person in the circumstances contemplated by subclause
(A) of this clause (vi) above must be accompanied by a request for an
Incremental Revolving Loan Commitment from such Person in accordance with the
requirements of Section 1.20(a), with the aggregate amount of the Incremental
Loan Commitments to be provided by such Person pursuant to such requests to be
allocated among the Incremental Term Loan Commitment and the Incremental
Revolving Loan Commitment to be provided by such Person on a PRO RATA basis
(based on the aggregate outstanding principal amount of all Term Loans at such
time and the Total Revolving Loan Commitment as in effect at such time) and
(vii) all actions taken by the Corporation pursuant to this Section 1.19 shall
be done in coordination with the Administrative Agent.

                                      -28-
<Page>

          (b)     In connection with any provision of Incremental Term Loan
Commitments pursuant to this Section 1.19, (i) the Corporation, the
Administrative Agent and each such Lender or other Eligible Transferee (each, an
"INCREMENTAL TERM LOAN LENDER") which agrees to provide an Incremental Term Loan
Commitment shall execute and deliver to the Administrative Agent an Incremental
Term Loan Commitment Agreement substantially in the form of Exhibit L
(appropriately completed), with the effectiveness of such Incremental Term Loan
Lender's Incremental Term Loan Commitment to occur upon delivery of such
Incremental Term Loan Commitment Agreement to the Administrative Agent, the
payment of any fees required in connection therewith (including, without
limitation, any agreed upon up-front or arrangement fees owing to the
Administrative Agent) and the satisfaction of the other conditions in this
Section 1.19(b) to the reasonable satisfaction of the Administrative Agent, (ii)
the Incremental Loan Commitment Requirements and any other conditions precedent
agreed to by the Corporation that may be set forth in the respective Incremental
Term Loan Commitment Agreement shall have been satisfied, and (iii) the
Corporation shall deliver to the Administrative Agent an opinion or opinions, in
form and substance reasonably satisfactory to the Administrative Agent, from
counsel to the Corporation reasonably satisfactory to the Administrative Agent
and dated such date, covering such of the matters set forth in the opinions of
counsel delivered to the Administrative Agent on the Initial Borrowing Date
pursuant to Section 5.02 as may be reasonably requested by the Administrative
Agent, and such other matters as the Administrative Agent may reasonably
request. The Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Incremental Term Loan Commitment Agreement, and at such
time (i) Schedule I shall be deemed modified to reflect the Incremental Term
Loan Commitments of the Incremental Term Loan Lenders providing same and (ii) to
the extent requested by any Incremental Term Loan Lender, Term Notes will be
issued at the Corporation's expense, to such Incremental Term Loan Lender, to be
in conformity with the requirements of Section 1.06 (with appropriate
modification) to the extent needed to reflect the new Incremental Term Loans
made by such Incremental Term Loan Lender.

          (c)     In connection with each incurrence of Incremental Term Loans
pursuant to Section 1.01(f), the Lenders and the Corporation hereby agree that,
notwithstanding anything to the contrary contained in this Agreement, the
Corporation and the Administrative Agent may take all such actions as may be
necessary to ensure that all Lenders with outstanding Term Loans continue to
participate in each Borrowing of outstanding Term Loans (after giving effect to
the incurrence of Incremental Term Loans pursuant to Section 1.01(f)) on a PRO
RATA basis, including by adding the Incremental Term Loans to be so incurred to
the then outstanding Borrowings of Term Loans on a PRO RATA basis even though as
a result thereof such new Incremental Term Loans (to the extent required to be
maintained as Eurodollar Loans) may effectively have a shorter Interest Period
than the then outstanding Borrowings of Term Loans, and it is hereby agreed
that, to the extent the Incremental Term Loans are to be so incurred or added to
the then outstanding Borrowings of Term Loans which are maintained as Eurodollar
Loans, the Lenders that have made such Incremental Term Loans shall be entitled
to receive from the Corporation such amounts, as reasonably determined by the
respective Lenders, to compensate them for funding the various Incremental Term
Loans during an existing Interest Period (rather than at the beginning of the
respective Interest Period, based upon rates then applicable thereto). All
determinations by any Lender pursuant to the immediately preceding sentence
shall, absent manifest error, be final and conclusive and binding on all parties
hereto.

                                      -29-
<Page>

          1.20 INCREMENTAL REVOLVING LOAN COMMITMENTS. (a) So long as the
Incremental Loan Commitment Requirements are satisfied at the time of the
delivery of the request referred to below, the Corporation shall have the right
at any time and from time to time and upon at least 5 Business Days' prior
written notice to the Administrative Agent, to request on one or more occasions
that one or more Lenders (and/or one or more other Persons which will become
Lenders as provided below) provide Incremental Revolving Loan Commitments and,
subject to the applicable terms and conditions contained in this Agreement, make
Revolving Loans pursuant thereto; it being understood and agreed, however, that
(i) no Lender shall be obligated to provide an Incremental Revolving Loan
Commitment as a result of any such request by the Corporation, (ii) until such
time, if any, as (x) such Lender has agreed in its sole discretion to provide an
Incremental Revolving Loan Commitment and executed and delivered to the
Administrative Agent an Incremental Revolving Loan Commitment Agreement in
respect thereof as provided in clause (b) of this Section 1.20 and (y) the other
conditions set forth in Section 1.20(b) shall have been satisfied, such Lender
shall not be obligated to fund any Revolving Loans in excess of its Revolving
Loan Commitment as in effect prior to giving effect to such Incremental
Revolving Loan Commitment provided pursuant to this Section 1.20, (iii) any
Lender (or, in the circumstances contemplated by clause (vi) below, any other
Person which will qualify as an Eligible Transferee) may so provide an
Incremental Revolving Loan Commitment without the consent of any other Lender
(other than the Administrative Agent in the circumstances contemplated by the
definition of Incremental Loan Commitment Requirements), (iv) each provision of
Incremental Revolving Loan Commitments on a given date pursuant to this Section
1.20 shall be in a minimum aggregate amount (for all Lenders (including, in the
circumstances contemplated by clause (vi) below, Eligible Transferees who will
become Lenders)) of at least $10,000,000 and in integral multiples of $1,000,000
in excess thereof, (v) the aggregate amount of all Incremental Revolving Loan
Commitments permitted to be provided pursuant to this Section 1.20, when
combined with the aggregate amount of all Incremental Term Loan Commitments
permitted to be provided pursuant to Section 1.19, shall not exceed
$200,000,000, (vi) if (A) after the Corporation has requested the then existing
Lenders (other than Defaulting Lenders) to provide Incremental Revolving Loan
Commitments pursuant to this Section 1.20, the Corporation has not received
Incremental Revolving Loan Commitments in an aggregate amount equal to that
amount of the Incremental Revolving Loan Commitments which the Corporation
desires to obtain pursuant to such request (as set forth in the notice provided
by the Corporation as provided below) or (B) the Corporation is obligated to
request an Incremental Revolving Loan Commitment from one or more Eligible
Transferees that is not already a Lender in order to comply with the
requirements of subclause (y) of the proviso appearing in Section 1.19(a)(vi),
then the Corporation may request Incremental Revolving Loan Commitments from
Persons reasonably acceptable to the Administrative Agent and each Issuing Bank
which would qualify as Eligible Transferees hereunder in an aggregate amount
equal to such deficiency (in circumstances contemplated by preceding clause (A))
or the amount required to comply with the requirements of subclause (y) of the
proviso appearing in Section 1.19(a)(vi) (in the circumstances contemplated by
preceding subclause (B)), as the case may be, in any such case on terms which
are no more favorable to such Eligible Transferee in any respect than the terms
offered to the Lenders, PROVIDED that (x) any such Incremental Revolving Loan
Commitments provided by any such Eligible Transferee which is not already a
Lender shall be in a minimum amount (for such Eligible Transferee) of at least
$5,000,000 and (y) any request of Incremental Revolving Loan Commitments from
any such Person in the circumstances contemplated by subclause (A) of this
clause (vi) above must be accompanied by a request for an

                                      -30-
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Incremental Term Loan Commitment from such Person in accordance with the
requirements of Section 1.19(a), with the aggregate amount of the Incremental
Loan Commitments to be provided by such Person pursuant to such requests to be
allocated among the Incremental Term Loan Commitment and the Incremental
Revolving Loan Commitment to be provided by such Person on a PRO RATA basis
(based on the aggregate outstanding principal amount of all Term Loans at such
time and the Total Revolving Loan Commitment as in effect at such time), (vii)
in no event shall any Alternate Currency Revolving Loan Sub-Commitment be
provided (or be increased) as a result of the provision of Incremental Revolving
Loan Commitments pursuant to this Section 1.20 and (viii) all actions taken by
the Corporation pursuant to this Section 1.20 shall be done in coordination with
the Administrative Agent.

          (b)     In connection with the Incremental Revolving Loan Commitments
to be provided pursuant to this Section 1.20, (i) the Corporation, the
Administrative Agent and each such Lender or other Eligible Transferee (each, an
"INCREMENTAL RL LENDER") which agrees to provide an Incremental Revolving Loan
Commitment shall execute and deliver to the Administrative Agent an Incremental
Revolving Loan Commitment Agreement substantially in the form of Exhibit M
(appropriately completed), with the effectiveness of such Incremental RL
Lender's Incremental Revolving Loan Commitment to occur upon delivery of such
Incremental Revolving Loan Commitment Agreement to the Administrative Agent, the
payment of any fees required in connection therewith (including, without
limitation, any agreed upon up-front or arrangement fees owing to the
Administrative Agent) and the satisfaction of the other conditions in this
Section 1.20(b) to the reasonable satisfaction of the Administrative Agent,
(ii) the Incremental Loan Commitment Requirements and any other conditions
precedent agreed to by the Corporation that may be set forth in the respective
Incremental Revolving Loan Commitment Agreement shall have been satisfied, and
(iii) the Corporation shall deliver to the Administrative Agent an opinion or
opinions, in form and substance reasonably satisfactory to the Administrative
Agent, from counsel to the Corporation reasonably satisfactory to the
Administrative Agent and dated such date, covering such of the matters set forth
in the opinions of counsel delivered to the Administrative Agent on the Initial
Borrowing Date pursuant to Section 5.02 as may be reasonably requested by the
Administrative Agent, and such other matters as the Administrative Agent may
reasonably request. The Administrative Agent shall promptly notify each Lender
as to the effectiveness of each Incremental Revolving Loan Commitment Agreement,
and at such time (i) the Total Revolving Loan Commitment under, and for all
purposes of, this Agreement shall be increased by the aggregate amount of such
Incremental Revolving Loan Commitments, (ii) Schedule I shall be deemed modified
to reflect the revised Revolving Loan Commitments of the affected Lenders and
(iii) to the extent requested by any Incremental RL Lender, Dollar Revolving
Notes will be issued at the Corporation's expense, to such Incremental RL
Lender, to be in conformity with the requirements of Section 1.06 (with
appropriate modification) to the extent needed to reflect the new Incremental
Revolving Loans made by such Incremental RL Lender.

          (c)     In connection with any provision of Incremental Revolving Loan
Commitments pursuant to this Section 1.20, the Lenders and the Corporation
hereby agree that, notwithstanding anything to the contrary contained in this
Agreement, (i) the relevant Borrowers shall, in coordination with the
Administrative Agent, (x) repay outstanding Dollar Revolving Loans and/or
Alternate Currency Revolving Loans in a given Alternate Currency of certain of
the RL Lenders, and incur additional Dollar Revolving Loans and/or Alternate
Currency

                                      -31-
<Page>

Revolving Loans in a given Alternate Currency from certain other RL Lenders
(including the Incremental RL Lenders) or (y) take such other actions as may be
reasonably required by the Administrative Agent (including by requiring new
Dollar Revolving Loans or Alternate Currency Revolving Loans in a given
Alternate Currency to be incurred and added to then outstanding Borrowings of
the respective such Loans, even though as a result thereof such new Loans (to
the extent required to be maintained as Euro Rate Loans) may have a shorter
Interest Period than the then outstanding Borrowings of the respective such
Loans), in each case to the extent necessary so that (I) all of the RL Lenders
effectively participate in each outstanding Borrowing of Dollar Revolving Loans
PRO RATA on the basis of their Dollar Percentages (determined after giving
effect to any increase in the Total Revolving Loan Commitment (and the
Non-Alternate Currency Revolving Loan Sub-Commitments of the Incremental RL
Lenders) pursuant to this Section 1.20) and (II) all Alternate Currency Lenders
with an Alternate Currency Revolving Loan Sub-Commitment in a given Alternate
Currency effectively participate in each outstanding Borrowing of Alternate
Currency Revolving Loans in such Alternate Currency PRO RATA on the basis of
their Alternate Currency RL Percentages as the same relate to such Alternate
Currency (determined after giving effect to any increase in the Total Revolving
Loan Commitment (and the Non-Alternate Currency Revolving Loan Sub-Commitments
of the Incremental RL Lenders) pursuant to this Section 1.20), (ii) the
Corporation shall pay to the respective RL Lenders any costs of the type
referred to in Section 1.12 in connection with any repayment and/or Borrowing
required pursuant to preceding clause (i) and (iii) to the extent Dollar
Revolving Loans or Alternate Currency Revolving Loans in a given Alternate
Currency are to be so incurred or added to the then outstanding Borrowings of
the respective such Loans which are maintained as Euro Rate Loans, the Lenders
that have made such Loans shall be entitled to receive from the Borrowers such
amounts, as reasonably determined by the respective Lenders, to compensate them
for funding the various Revolving Loans during an existing Interest Period
(rather than at the beginning of the respective Interest Period, based upon
rates then applicable thereto). In coordinating the actions to be taken pursuant
to this Section 1.20(c), the Administrative Agent shall act with an eye towards
minimizing (but no express obligation to minimize) costs to the Borrowers. All
determinations by any Lender pursuant to clause (iii) of the second preceding
sentence shall, absent manifest error, be final and conclusive and binding on
all parties hereto.

          1.21 MATURITY DATE EXTENSION. So long as the Relevant Extension
Requirements are satisfied at the time of the delivery of the notice referred to
below, the Corporation may, by a written notice delivered to the Administrative
Agent prior to (but not less than 90 days nor more than 180 days prior to)
October 9, 2006, request (pursuant to a single such request) that the Maturity
Date then in effect be extended to the date which is one year after such then
existing Maturity Date. So long as the Relevant Extension Requirements are
satisfied on October 9, 2006, the Maturity Date as then in effect shall be
extended on such date to October 9, 2007 without any further consent of the
Lenders. The Administrative Agent shall notify each Lender of (i) its receipt of
the notice of extension described above and (ii) the effectiveness of any
extension of the original Maturity Date.

          SECTION 2. LETTERS OF CREDIT.

          2.01 LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions set forth herein, the Corporation may request that any Issuing Bank
issue, at any time and from time to

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time on and after the Initial Borrowing Date and prior to the tenth Business Day
prior to the Maturity Date (or the 30th day prior to the Maturity Date in the
case of Trade Letters of Credit), for the account of the Corporation and for the
benefit of (x) any holder (or any trustee, agent or other similar representative
for any such holders) of L/C Supportable Obligations of the Corporation or any
of its Subsidiaries, an irrevocable sight standby letter of credit, in a form
customarily used by such Issuing Bank or in such other form as has been approved
by such Issuing Bank (each such standby letter of credit, a "STANDBY LETTER OF
CREDIT") in support of such L/C Supportable Obligations and (y) sellers of
goods, materials and services used in the ordinary course of business of the
Corporation or any of its Subsidiaries an irrevocable sight commercial letter of
credit in a form customarily used by such Issuing Bank or in such other form as
has been approved by such Issuing Bank (each such commercial letter of credit, a
"TRADE LETTER OF CREDIT," and each such Trade Letter of Credit and each Standby
Letter of Credit, a "LETTER OF CREDIT") in support of commercial transactions of
the Corporation and its Subsidiaries.

          (b)     Each Issuing Bank hereby agrees that it will (subject to the
terms and conditions contained herein), at any time and from time to time on and
after the Initial Borrowing Date and prior to the tenth Business Day prior to
the Maturity Date (or the 30th day prior to the Maturity Date in the case of
Trade Letters of Credit), following its receipt of the respective Letter of
Credit Request, issue for the account of the Corporation, subject to the terms
and conditions of this Agreement, one or more Letters of Credit (x) in the case
of Standby Letters of Credit, in support of such L/C Supportable Obligations of
the Corporation or any of its Subsidiaries as are permitted to remain
outstanding without giving rise to a Default or an Event of Default and (y) in
the case of Trade Letters of Credit, in support of sellers of goods or materials
used in the ordinary course of business of the Corporation or any of its
Subsidiaries as referenced in Section 2.01(a), PROVIDED that the respective
Issuing Bank shall be under no obligation to issue any Letter of Credit of the
types described above if at the time of such issuance:

          (i)     any order, judgment or decree of any governmental authority or
     arbitrator shall purport by its terms to enjoin or restrain such Issuing
     Bank from issuing such Letter of Credit or any requirement of law
     applicable to such Issuing Bank or any request or directive (whether or not
     having the force of law) from any governmental authority with jurisdiction
     over such Issuing Bank shall prohibit, or request that such Issuing Bank
     refrain from, the issuance of letters of credit generally or such Letter of
     Credit in particular or shall impose upon such Issuing Bank with respect to
     such Letter of Credit any restriction or reserve or capital requirement
     (for which such Issuing Bank is not otherwise compensated) not in effect on
     the date hereof, or any unreimbursed loss, cost or expense which was not
     applicable, in effect or known to such Issuing Bank as of the date hereof
     and which such Issuing Bank reasonably and in good faith deems material to
     it; or

          (ii)    such Issuing Bank shall have received a Stop Issue Notice from
     the Administrative Agent prior to the issuance of such Letter of Credit.

          (c)     Schedule 2.01(c) hereto contains a description of all letters
of credit issued pursuant to the Existing Credit Agreement and outstanding on
the Effective Date (and setting forth, with respect to each such letter of
credit, (i) the name of the issuing lender, (ii) the letter of credit number,
(iii) the name(s) of the account party or account parties, (iv) the stated
amount

                                      -33-
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(which shall be in U.S. Dollars), (v) the name of the beneficiary, (vi) the
expiry date and (vii) whether such letter of credit constitutes a standby letter
of credit or a trade letter of credit). Each such letter of credit, including
any extension or renewal thereof (each, as amended from time to time in
accordance with the terms thereof and hereof, an "EXISTING LETTER OF CREDIT")
shall constitute a "Letter of Credit" and a "Standby Letter of Credit" or a
"Trade Letter of Credit", as the case may be, for all purposes of this
Agreement, issued, for purposes of Section 2.05(a), on the Initial Borrowing
Date. Any Lender hereunder which has issued an Existing Letter of Credit shall
constitute an "Issuing Bank" for all purposes of this Agreement.

          2.02 MAXIMUM LETTER OF CREDIT OUTSTANDINGS; FINAL MATURITIES; ETC. (a)
Notwithstanding anything to the contrary contained in this Agreement, (i) no
Letter of Credit shall be issued the Stated Amount of which, when added to the
Letter of Credit Outstandings at such time, would exceed $400,000,000, (ii) no
Letter of Credit shall be issued if, after giving effect thereto, (x) the
Revolving Credit Exposure of any Lender would exceed its Revolving Loan
Commitment as then in effect or (y) the Aggregate Revolving Credit Exposure
would exceed the Total Revolving Loan Commitment as then in effect, (iii) each
Letter of Credit shall by its terms terminate (A) in the case of Standby Letters
of Credit, on or before the earlier of (x) the date which occurs 12 months after
the date of the issuance thereof (although any such Standby Letter of Credit may
be extendible for successive periods of up to 12 months, but not beyond the
tenth Business Day prior to the Maturity Date, on terms acceptable to the
Issuing Bank thereof) and (y) the tenth Business Day prior to the Maturity Date
and (B) in the case of Trade Letters of Credit, on or before the earlier of (x)
the date which occurs 180 days after the date of issuance thereof and (y)
30 days prior to the Maturity Date, (iv) each Letter of Credit shall be
denominated in Dollars and (v) the Stated Amount of each Letter of Credit shall
be no less than $1,000,000, or such lesser amount as is acceptable to the
respective Issuing Bank.

          (b)     Notwithstanding the foregoing, if a Lender Default exists, an
Issuing Bank shall not be required to issue any Letters of Credit requested to
be issued by it unless such Issuing Bank has entered into arrangements
satisfactory to it and the Corporation to eliminate such Issuing Bank's risk
with respect to the participation in Letters of Credit of the Defaulting Lender
or Lenders, including by cash collateralizing such Defaulting Lender's or
Lenders' RL Percentage of the Letter of Credit Outstandings.

          2.03 LETTER OF CREDIT REQUESTS; NOTICES OF ISSUANCE. (a) Whenever it
desires that a Letter of Credit be issued for its account, the Corporation shall
give the Administrative Agent and the respective Issuing Bank written notice
thereof prior to 1:00 P.M. (New York time) at least five Business Days' (or such
shorter period as is acceptable to the respective Issuing Bank) prior to the
proposed date of issuance (which shall be a Business Day). Each notice shall be
in the form of Exhibit D (each, a "LETTER OF CREDIT REQUEST").

          (b)     The making of each Letter of Credit Request shall be deemed to
be a representation and warranty by the Corporation that (i) such Letter of
Credit may be issued in accordance with, and will not violate the requirements
of, Section 2.02 and (ii) all of the applicable conditions set forth in Sections
5 and 6 shall be met at the time of such issuance. Unless the respective Issuing
Bank has received notice from the Administrative Agent, whether on its own
initiative or at the direction of the Required Lenders, before it issues a
Letter of Credit that one or more of the conditions specified in Section 5 are
not satisfied on the Initial Borrowing

                                      -34-
<Page>

Date or Section 6 are not then satisfied, or that the issuance of such Letter of
Credit would violate Section 2.02 (any such notice, a "STOP ISSUE NOTICE"),
then such Issuing Bank may issue the requested Letter of Credit for the account
of the Corporation in accordance with such Issuing Bank's usual and customary
practices. Upon the issuance of or amendment to any Standby Letter of Credit,
the respective Issuing Bank shall promptly notify the Administrative Agent and
the Corporation, in writing, of such issuance or amendment, and such
notification shall be accompanied by a copy of the issued Standby Letter of
Credit or amendment thereto. Upon receipt of such notice, the Administrative
Agent shall notify the RL Lenders, in writing, of such issuance or amendment, as
the case may be, and if so requested by any RL Lender, the Administrative Agent
shall provide such RL Lender with a copy of the Standby Letter of Credit so
issued or such amendment, as the case may be. For Trade Letters of Credit issued
by an Issuing Bank (other than the Administrative Agent), such Issuing Bank will
send to the Administrative Agent by facsimile transmission, promptly on the
first Business Day of each week, the daily aggregate Stated Amount of Trade
Letters of Credit issued by such Issuing Bank and outstanding during the
preceding week. The Administrative Agent shall deliver to each RL Lender, after
each calendar month end and upon each payment of the Letter of Credit Fee, a
report setting forth for the relevant period the daily aggregate Stated Amount
of all outstanding Trade Letters of Credit during such period.

          2.04 LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the
issuance by the respective Issuing Bank of any Letter of Credit, such Issuing
Bank shall be deemed to have sold and transferred to each RL Lender (other than
such Issuing Bank) (each such Lender with respect to any Letter of Credit, in
its capacity under this Section 2.04, a "PARTICIPANT"), and each such
Participant shall be deemed irrevocably and unconditionally to have purchased
and received from such Issuing Bank, without recourse or warranty, an undivided
interest and participation, in a percentage equal to such Participant's Dollar
Percentage, in such Letter of Credit, each drawing or payment made thereunder
and the obligations of the Corporation under this Agreement with respect
thereto, and any guaranty pertaining thereto (although Letter of Credit Fees
shall be paid directly to the Administrative Agent for the ratable account of
the RL Lenders based on their Dollar Percentages as provided in Section 3.01(b)
and the Participants shall have no right to receive any portion of any Facing
Fees); PROVIDED that, upon the occurrence of a Sharing Event, the participations
described above shall be automatically adjusted so that each RL Lender shall
have a participation in all then outstanding Letters of Credit, and related
obligations as described above, in a percentage equal to its RL Percentage
(which adjustments shall occur concurrently with the adjustments described in
Section 1.17). Upon any change in the Revolving Loan Commitments or Dollar
Percentages of the RL Lenders pursuant to this Agreement (or in the
circumstances provided in the proviso to the immediately preceding sentence, the
RL Percentages of the RL Lenders pursuant to this Agreement), it is hereby
agreed that, with respect to all outstanding Letters of Credit and Unpaid
Drawings, there shall be an automatic adjustment to the participations pursuant
to this Section 2.04 to reflect the new Dollar Percentages or, in the
circumstances described in the proviso to the immediately preceding sentence,
the RL Percentages of the various RL Lenders.

          (b) In determining whether to pay under any Letter of Credit, the
respective Issuing Bank shall have no obligation relative to the Participants or
any other Lenders other than to confirm that any documents required to be
delivered under such Letter of Credit appear to have been delivered and that
they appear to substantially comply on their face with the requirements

                                      -35-
<Page>

of such Letter of Credit. Any action taken or omitted to be taken by any Issuing
Bank under or in connection with any Letter of Credit if taken or omitted in the
absence of gross negligence or willful misconduct (as finally determined by a
court of competent jurisdiction), shall not create for such Issuing Bank any
resulting liability to the Corporation, any other Credit Party, any Lender or
any other Person.

          (c)     If any Issuing Bank makes any payment under any Letter of
Credit and the Corporation shall not have reimbursed such amount in full to such
Issuing Bank pursuant to Section 2.05(a), such Issuing Bank shall promptly
notify the Administrative Agent, and the Administrative Agent shall promptly
notify each Participant of such failure, and each Participant shall promptly and
unconditionally pay to the Administrative Agent for the benefit of such Issuing
Bank the amount of such Participant's Dollar Percentage (or, after the
occurrence of a Sharing Event, its RL Percentage) of such unreimbursed payment
in Dollars and in same day funds. If the Administrative Agent so notifies, prior
to 11:00 A.M. (New York time) on any Business Day, any Participant required to
fund a payment under a Letter of Credit, such Participant shall make available
to the Administrative Agent for the benefit of such Issuing Bank, in Dollars,
such Participant's Dollar Percentage (or, after the occurrence of a Sharing
Event, its RL Percentage) of the amount of such payment on such Business Day in
same day funds; PROVIDED, HOWEVER, that no Participant shall be obligated to pay
to the Administrative Agent for the benefit of such Issuing Bank its Dollar
Percentage (or, after the occurrence of a Sharing Event, its RL Percentage) of
such unreimbursed amount for any wrongful payment made by such Issuing Bank
under a Letter of Credit issued by it as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of such Issuing
Bank (as finally determined by a court of competent jurisdiction). If and to the
extent such Participant shall not have so made its Dollar Percentage (or, after
the occurrence of a Sharing Event, its RL Percentage) of the amount of such
payment available to the Administrative Agent for the benefit of such Issuing
Bank, such Participant agrees to pay to the Administrative Agent for the benefit
of such Issuing Bank, forthwith on demand such amount, together with interest
thereon, for each day from such date until the date such amount is paid to the
Administrative Agent for the benefit of such Issuing Bank at the overnight
Federal Funds Rate for the first three days and at the interest rate applicable
to Dollar Revolving Loans maintained as Base Rate Loans hereunder for each day
thereafter. The failure of any Participant to make available to such Issuing
Bank its Dollar Percentage (or, after the occurrence of a Sharing Event, its RL
Percentage) of any payment under any Letter of Credit shall not relieve any
other Participant of its obligation hereunder to make available to such Issuing
Bank its Dollar Percentage (or, after the occurrence of a Sharing Event, its RL
Percentage) of any unreimbursed payment with respect to a Letter of Credit on
the date required, as specified above, but no Participant shall be responsible
for the failure of any other Participant to make available to the Administrative
Agent for the benefit of such Issuing Bank such other Participant's Dollar
Percentage (or, after the occurrence of a Sharing Event, its RL Percentage) of
any such payment.

          (d)     Whenever any Issuing Bank receives a payment of a
reimbursement obligation as to which it has received any payments from the
Participants pursuant to clause (c) above, such Issuing Bank shall pay to the
Administrative Agent for the benefit of each Participant which has paid its
Dollar Percentage (or, after the occurrence of a Sharing Event, its RL
Percentage) thereof, in Dollars and in same day funds, an amount equal to such
Participant's share (based upon the proportionate aggregate amount originally
funded by such Participant to

                                      -36-
<Page>

the aggregate amount funded by all Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of the
respective participations. The payment required to be made by the respective
Issuing Bank to the Administrative Agent pursuant to the preceding sentence
shall be made on the day the respective payment of a reimbursement is received
by such Issuing Bank (if payment was actually received by such Issuing Bank
prior to 12:00 Noon (local time in the city in which such payments are to be
made)).

          (e)     The obligations of the Participants to make payments to the
Administrative Agent for the benefit of each Issuing Bank with respect to
Letters of Credit issued by it shall be irrevocable and not subject to any
qualification or exception whatsoever (except as otherwise provided in the
proviso to the second sentence of Section 2.04(c)) and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:

          (i)     any lack of validity or enforceability of this Agreement or
     any of the other Credit Documents;

          (ii)    the existence of any claim, setoff, defense or other right
     which any Credit Party or any of its Subsidiaries or Affiliates may have at
     any time against a beneficiary named in a Letter of Credit, any transferee
     of any Letter of Credit (or any Person for whom any such transferee may be
     acting), any Agent, any Issuing Bank, any Participant, or any other Person,
     whether in connection with this Agreement, any Letter of Credit, the
     transactions contemplated herein or any unrelated transactions (including
     any underlying transaction between any Credit Party or any Subsidiary or
     Affiliate of any Credit Party and the beneficiary named in any such Letter
     of Credit);

          (iii)   any draft, certificate or any other document presented under
     any Letter of Credit proving to be forged, fraudulent, invalid or
     insufficient in any respect or any statement therein being untrue or
     inaccurate in any respect;

          (iv)    the surrender or impairment of any guaranty for the
     performance or observance of any of the terms of any of the Credit
     Documents; or

          (v)     the occurrence of any Default or Event of Default.

          2.05 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The Corporation
hereby agrees to reimburse the respective Issuing Bank, by making payment in
Dollars and in immediately available funds directly to the Administrative Agent
at the Payment Office for the benefit of such Issuing Bank, for any payment or
disbursement made by such Issuing Bank under any Letter of Credit issued by it
(with each such amount so paid, until reimbursed, an "UNPAID DRAWING"), not
later than the Business Day after the Administrative Agent or such Issuing Bank
notifies the Corporation of such payment or disbursement, with interest on the
amount so paid or disbursed by such Issuing Bank, to the extent not reimbursed
prior to 2:00 P.M. (New York time), on the date of such payment or disbursement,
from and including the date paid or disbursed to but excluding the date such
Issuing Bank is reimbursed by the Corporation therefor at a rate PER ANNUM which
shall be the Base Rate in effect from time to time PLUS the Applicable

                                      -37-
<Page>

Margin for Dollar Revolving Loans maintained as Base Rate Loans as in effect
from time to time, PROVIDED, HOWEVER, to the extent such amounts are not
reimbursed prior to 12:00 Noon (New York time) on the third Business Day
following the receipt of notice by the Corporation from the Administrative Agent
or the respective Issuing Bank of such payment or disbursement or upon the
occurrence of a Default or an Event of Default under Section 10.05, interest
shall thereafter accrue on the amounts so paid or disbursed by such Issuing Bank
(and until reimbursed by the Corporation) at a rate PER ANNUM which shall be the
Base Rate in effect from time to time PLUS the Applicable Margin for Dollar
Revolving Loans maintained as Base Rate Loans as in effect from time to time
PLUS 2%, in each such case, with interest to be payable on demand, PROVIDED
FURTHER, that it is understood and agreed that the notice referred to above in
this clause (a) shall not be required to be given if a Default or an Event of
Default under Section 10.05 shall have occurred and be continuing (in which case
the Unpaid Drawings shall be due and payable immediately without presentment,
demand, protest or notice of any kind (all of which are hereby waived by the
Corporation) and shall bear interest at the rate provided in the foregoing
proviso). The respective Issuing Bank shall give the Corporation and the
Administrative Agent (if not the Issuing Bank under the respective Letter of
Credit) prompt written notice of each Drawing under any Letter of Credit,
PROVIDED that the failure to give any such notice shall in no way affect, impair
or diminish the Corporation's obligations hereunder.

          (b)     The obligations of the Corporation under this Section 2.05 to
reimburse the respective Issuing Bank with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Corporation may have or have had against any Lender
(including in its capacity as issuer of the Letter of Credit or as Participant),
including, without limitation, any defense based upon the failure of any drawing
under a Letter of Credit (each, a "DRAWING") to conform to the terms of the
Letter of Credit or any nonapplication or misapplication by the beneficiary of
the proceeds of such Drawing; PROVIDED that the respective Issuing Bank shall be
responsible for any damages (excluding consequential damages) to the Corporation
for its gross negligence or willful misconduct (as finally determined by a court
of competent jurisdiction) in connection with drawings made under a Letter of
Credit which did not comply or conform to the terms of the respective Letter of
Credit.

          2.06 INCREASED COSTS. If at any time after the date of this Agreement,
the introduction of or any change in any applicable law, rule, regulation,
order, guideline or request or in the interpretation or administration thereof
by any governmental authority charged with the interpretation or administration
thereof, or compliance by any Issuing Bank or any Participant with any request
or directive by any such authority (whether or not having the force of law),
shall either (i) impose, modify or make applicable any reserve, deposit, capital
adequacy or similar requirement against letters of credit issued by any Issuing
Bank or participated in by any Participant, or (ii) impose on any Issuing Bank
or any Participant any other conditions relating, directly or indirectly, to
this Agreement; and the result of any of the foregoing is to increase the cost
to any Issuing Bank or any Participant of issuing, maintaining or participating
in any Letter of Credit, or reduce the amount of any sum received or receivable
by any Issuing Bank or any Participant hereunder or reduce the rate of return on
its capital with respect to Letters of Credit (except for changes in the rate of
tax on, or determined by reference to, the net income or profits or franchise
taxes based on net income of such Issuing Bank or such Participant pursuant to
the laws of the jurisdiction in which it is organized or in which its principal
office or applicable

                                      -38-
<Page>

lending office is located or any subdivision thereof or therein), then, upon
written demand to the Corporation by such Issuing Bank or any Participant (a
copy of which certificate shall be sent by such Issuing Bank or such Participant
to the Administrative Agent), the Corporation shall pay to such Issuing Bank or
such Participant such additional amount or amounts as will compensate such
Lender for such increased cost or reduction in the amount receivable or
reduction on the rate of return on its capital. Any Issuing Bank or any
Participant, upon determining that any additional amounts will be payable
pursuant to this Section 2.06, will give prompt written notice thereof to the
Corporation which notice shall include a certificate submitted to the
Corporation by such Issuing Bank or such Participant (a copy of which
certificate shall be sent by such Issuing Bank or such Participant to the
Administrative Agent), setting forth in reasonable detail the basis for the
calculation of such additional amount or amounts necessary to compensate such
Issuing Bank or such Participant. The certificate required to be delivered
pursuant to this Section 2.06 shall, absent manifest error, be final and
conclusive and binding on the Corporation.

          SECTION 3. COMMITMENT COMMISSION; FEES; REDUCTIONS OF COMMITMENT.

          3.01 FEES. (a) The Corporation agrees to pay to the Administrative
Agent in Dollars for distribution to each Non-Defaulting Lender with a Revolving
Loan Commitment a commitment commission (the "COMMITMENT COMMISSION") for the
period from and including the Effective Date to but excluding the Maturity Date
(or such earlier date as the Total Revolving Loan Commitment shall have been
terminated), computed at a rate per annum equal to the Applicable Commitment
Commission Percentage (as in effect from time to time) on the daily Unutilized
Revolving Loan Commitment of such Lender. Accrued Commitment Commission shall be
due and payable in arrears on each Quarterly Payment Date and on the Maturity
Date or such earlier date upon which the Total Revolving Loan Commitment is
terminated.

          (b)     The Corporation agrees to pay to the Administrative Agent for
distribution to each Non-Defaulting Lender with a Revolving Loan Commitment
(based on their respective Dollar Percentages or, for periods from and after the
occurrence of a Sharing Event, their respective RL Percentages) in Dollars, a
fee in respect of each Letter of Credit issued for the account of the
Corporation hereunder (the "LETTER OF CREDIT FEE"), in each case for the period
from and including the date of issuance of the respective Letter of Credit to
and including the date of termination of such Letter of Credit (or, in the case
of a Trade Letter of Credit, the date of the stated expiration thereof),
computed at a rate per annum equal to the Applicable Margin for Revolving Loans
maintained as Eurodollar Loans (as in effect from time to time) on the daily
average Stated Amount of such Letter of Credit. Accrued Letter of Credit Fees
shall be due and payable in arrears on each Quarterly Payment Date and on the
Maturity Date or such earlier date upon which the Total Revolving Loan
Commitment is terminated.

          (c)     The Corporation agrees to pay to each Issuing Bank, for its
own account, in Dollars, a facing fee in respect of each Letter of Credit issued
for the account of the Corporation by such Issuing Bank (the "FACING FEE"), for
the period from and including the date of issuance of such Letter of Credit to
and including the date of the termination of such Letter of Credit (or, in the
case of a Trade Letter of Credit, the date of stated expiration thereof),
computed at a rate equal to 1/4 of 1% per annum of the daily average Stated
Amount of such Letter of Credit; PROVIDED that in no event shall the annual
Facing Fee with respect to any Letter of Credit be less than $500. Accrued
Facing Fees shall be due and payable in arrears on each Quarterly

                                      -39-
<Page>

Payment Date and on the Maturity Date or such earlier date upon which the Total
Revolving Loan Commitment is terminated.

          (d)     The Corporation shall pay, upon each payment under, issuance
of, or amendment to, any Letter of Credit, such amount as shall at the time of
such event be the administrative charge and the reasonable expenses which the
applicable Issuing Bank is generally imposing for payment under, issuance of, or
amendment to, Letters of Credit issued by it.

          (e)     At the time of the incurrence of each Bankers' Acceptance
Loan, Acceptance Fees shall be paid by the respective Alternate Currency
Revolving Loan Borrower as required by, and in accordance with, clause (g) of
Schedule III.

          (f)     The Corporation shall pay to the Administrative Agent for
distribution to each Incremental Loan Lender such fees and other amounts, if
any, as are specified in the relevant Incremental Loan Commitment Agreement,
with the fees and other amounts, if any, to be payable on the respective
Incremental Loan Commitment Date.

          (g)     On the date of the extension of the Maturity Date pursuant to
Section 1.21, the Corporation agrees to pay to the Administrative Agent for the
account of each Lender a non-refundable cash extension fee (the "EXTENSION FEE")
in an amount equal to 25 basis points (0.25%) of an amount equal to the sum of
(i) the aggregate principal amount of all Term Loans made by each such Lender
and outstanding on the such date PLUS (ii) the Revolving Loan Commitment of each
such Lender as in effect on such date.

          (h)     The Borrowers shall pay to the Administrative Agent, for its
own account, such other fees as have been agreed to in writing by the Borrowers
and the Administrative Agent.

          3.02 VOLUNTARY TERMINATION OR REDUCTION OF TOTAL UNUTILIZED REVOLVING
LOAN COMMITMENT. Upon at least three Business Days' prior notice to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders), the Corporation shall have the
right, at any time or from time to time, without premium or penalty, to
terminate or partially reduce the Total Unutilized Revolving Loan Commitment;
PROVIDED that any partial reduction pursuant to this Section 3.02 shall be in an
amount of at least $5,000,000 or, if greater, in integral multiples of
$5,000,000 thereof. Each reduction to the Total Unutilized Revolving Loan
Commitment pursuant to this Section 3.02 shall apply to reduce the Revolving
Loan Commitments of the various RL Lenders PRO RATA based on their respective RL
Percentages. At the time of each reduction to the Revolving Loan Commitment of
any Lender pursuant to this Section 3.02, the Corporation shall specify the
amount of such reduction to apply to the various Alternate Currency Revolving
Loan Sub-Commitments of such Lender and to the Non-Alternate Currency Revolving
Loan Sub-Commitment of such Lender (the sum of which must equal the reduction to
the Revolving Loan Commitment of such Lender); PROVIDED that all Lenders with
Alternate Currency Revolving Loan Sub-Commitments relating to a given Alternate
Currency shall be treated in a consistent fashion (i.e., with no reductions, or
with proportionate reductions, to their respective Alternate Currency Revolving
Loan Sub-Commitments) at the time of any reduction to the Total Unutilized
Revolving Loan Commitment pursuant to this Section 3.02. In the absence of a
designation by the Corporation pursuant to this

                                      -40-
<Page>

Section 3.02, the amount of any reduction to the Revolving Loan Commitment of
any Lender pursuant to this Section 3.02 shall apply (i) FIRST, to reduce the
Non-Alternate Currency Revolving Loan Sub-Commitment of the respective Lender
and (ii) SECOND, to the extent in excess thereof, to reduce the Alternate
Currency Revolving Loan Sub-Commitments of such Lender in each case on a PRO
RATA basis (based on the respective amounts of the Alternate Currency Revolving
Loan Sub-Commitments of such Lender as then in effect).

          3.03 MANDATORY REDUCTION OF COMMITMENTS. (a) The Total Commitment (and
the Initial Term Loan Commitment, the Revolving Loan Commitment, each Alternate
Currency Revolving Loan Sub-Commitment and the Non-Alternate Currency Revolving
Loan Sub-Commitment of each Lender) shall terminate in their entirety on October
10, 2002 unless the Initial Borrowing Date has occurred on or before such date.

          (b)     In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Initial Term Loan Commitment shall
terminate in its entirety (to the extent not theretofore terminated) on the
Initial Borrowing Date (after giving effect to the making of Initial Term Loans
on such date).

          (c)     In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Incremental Term Loan Commitment (and
the Incremental Term Loan Commitment of each Lender with such a Commitment)
pursuant to an Incremental Term Loan Commitment Agreement shall terminate in its
entirety on the respective Incremental Term Loan Borrowing Date for such
Incremental Term Loan Commitment Agreement (after giving effect to the making of
Incremental Term Loans on such date).

          (d)     In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment, each Alternate Currency Revolving Loan Sub-Commitment
and the Non-Alternate Currency Revolving Loan Sub-Commitment of each Lender)
shall terminate in its entirety on the earlier of (i) the Maturity Date and (ii)
unless the Required Lenders otherwise agree, the date on which a Change of
Control occurs.

          (e)     Each reduction to the Total Initial Term Loan Commitment, the
Total Incremental Term Loan Commitment and the Total Revolving Loan Commitment
pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be applied
proportionately to reduce the Total Initial Term Loan Commitment, the Total
Incremental Term Loan Commitment or the Revolving Loan Commitment, as the case
may be, of each Lender with such a Commitment.

          SECTION 4. PREPAYMENTS; PAYMENTS; TAXES.

          4.01 VOLUNTARY PREPAYMENTS. Each Borrower shall have the right to
prepay the Loans made to such Borrower, without premium or penalty, in whole or
in part, at any time and from time to time on the following terms and
conditions:

          (i)     such Borrower shall give the Administrative Agent at the
     Notice Office written notice (or telephonic notice promptly confirmed in
     writing) of (1) its intent to prepay such Loans, (2) whether Term Loans,
     Dollar Revolving Loans, Alternate Currency Revolving Loans or Swingline
     Loans shall be prepaid, (3) the amount of such prepayment

                                      -41-
<Page>

     and the Types of Loans to be prepaid and (4) in the case of Euro Rate
     Loans, the specific Borrowing or Borrowings pursuant to which made. Such
     notice shall be given by such Borrower prior to 12:00 Noon (local time
     where the respective Payment Office is located) (x) at least one Business
     Day prior to the date of such prepayment in the case of Term Loans and
     Dollar Revolving Loans maintained as Base Rate Loans or Canadian Dollar
     Revolving Loans maintained as Canadian Prime Rate Loans, (y) on the date of
     such prepayment in the case of Swingline Loans and (z) at least one
     Business Day prior to the date of such prepayment in the case of Loans
     maintained as Euro Rate Loans, which notice (except in the case of
     Swingline Loans) the Administrative Agent shall promptly transmit to each
     of the Lenders with Loans of the respective Tranche and Type;

          (ii)    each prepayment shall be in an aggregate principal amount at
     least equal to the Minimum Borrowing Amount for the applicable Tranche and
     Type of Loans, PROVIDED that if any partial prepayment of Euro Rate Loans
     made pursuant to any Borrowing shall reduce the outstanding Euro Rate Loans
     made pursuant to such Borrowing to an amount less than the respective
     Minimum Borrowing Amount for such Tranche and Type of Loans, then such
     Borrowing (x) in the case of Dollar Loans, may not be continued as a
     Borrowing of Euro Rate Loans and any election of an Interest Period with
     respect thereto shall have no force or effect and (y) in the case of
     Alternate Currency Revolving Loans, shall be repaid in full at such time;

          (iii)   prepayments of Bankers' Acceptance Loans may not be made prior
     to the maturity date of the respective Bankers' Acceptances;

          (iv)    each prepayment in respect of any Loans made pursuant to a
     Borrowing shall be applied PRO RATA among such Loans, PROVIDED that (x) so
     long as no Default or Event of Default is then in existence, at any time
     when the sum of the aggregate principal amount of Dollar Revolving Loans,
     Competitive Bid Loans, Swingline Loans and Letter of Credit Outstandings
     exceeds the Total Non-Alternate Currency Revolving Loan Sub-Commitment
     (with the amount of such excess being herein called the "TOTAL
     NON-ALTERNATE CURRENCY REVOLVING LOAN SUB-COMMITMENT EXCESS"), the
     Corporation may, to the extent of such Total Non-Alternate Currency
     Revolving Loan Sub-Commitment Excess, make prepayments of principal of
     Dollar Revolving Loans to the Lenders which have, or have Affiliates that
     have, Alternate Currency Revolving Loan Sub-Commitments on the basis of
     their Alternate Currency RL Percentages as same relate to a given Alternate
     Currency (with the respective Borrower to designate the Borrowing or
     Borrowings, or portions thereof, being prepaid), with the intent of
     creating availability for subsequent Alternate Currency Revolving Loans in
     the respective Alternate Currency and (y) at the respective Borrower's
     election in connection with any prepayment pursuant to this Section 4.01,
     any prepayment in respect of Revolving Loans shall not be applied to any
     Revolving Loan of a Defaulting Lender;

          (v)     each voluntary prepayment of Term Loans shall apply to reduce
     the then remaining Scheduled Repayments under each Repayment Schedule on a
     PRO RATA basis (based upon the then remaining principal amounts of such
     Scheduled Repayments under the respective Repayment Schedule, after giving
     effect to all prior reductions thereto); and

                                      -42-
<Page>

          (vi)    no Competitive Bid Loan may be prepaid without the consent of
     the Lender that made such Competitive Bid Loan.

          4.02 MANDATORY REPAYMENTS AND COMMITMENT REDUCTIONS. (a) (i) On any
day on which the Aggregate Revolving Credit Exposure exceeds the Total Revolving
Loan Commitment as then in effect, the Borrowers shall prepay on such day the
principal of outstanding Swingline Loans and, after the Swingline Loans have
been repaid in full, the Borrowers shall repay the principal of outstanding
Revolving Loans (other than Bankers' Acceptance Loans where the underlying
Bankers' Acceptances have not yet matured) (allocated between Dollar Revolving
Loans and Alternate Currency Revolving Loans as the Borrowers may elect) in an
amount (for this purpose, taking the Dollar Equivalent of payments in any
Alternate Currency made with respect to the Alternate Currency Loans) equal to
such excess. If, after giving effect to the prepayment of all outstanding
Swingline Loans and Revolving Loans (other than Bankers' Acceptance Loans as
referenced in the immediately preceding sentence), the sum of the outstanding
Bankers' Acceptance Loans (for this purpose, using the Dollar Equivalent of the
Face Amounts thereof), Competitive Bid Loans and Letter of Credit Outstandings
exceeds the Total Revolving Loan Commitment then in effect, (I) an amount equal
to the lesser of such excess and the then outstanding Face Amount of all
Bankers' Acceptances shall be deposited by the respective Alternate Currency
Revolving Loan Borrower with the Administrative Agent as cash collateral for the
obligations of such Alternate Currency Revolving Loan Borrower to the Alternate
Currency Lenders (rounded up to the nearest integral multiple of Cdn.$100,000)
in respect of an equivalent Face Amount of outstanding Bankers' Acceptances
accepted by the Alternate Currency Lenders which shall be paid to and applied by
the Alternate Currency Lenders, in satisfaction of the obligations to the
Alternate Currency Lenders of the respective Alternate Currency Revolving Loan
Borrower in respect of such Banker's Acceptances, on the maturity date thereof,
(II) to the extent such excess exceeds the amount applied pursuant to preceding
clause (I), such remaining excess or, if less, an amount equal to the then
outstanding principal amount of Competitive Bid Loans shall be paid by the
Corporation to the Administrative Agent to be held as cash collateral for the
repayment of such Competitive Bid Loans at maturity and (III) to the extent such
excess exceeds the amount applied pursuant to preceding clauses (I) and (II),
the respective Borrowers shall pay to the Administrative Agent cash or Cash
Equivalents in an amount equal to the amount of such excess (less the amount
applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount
equal to the Letter of Credit Outstandings at such time), such cash or Cash
Equivalents to be held as security for all obligations of the respective
Borrowers hereunder and under the other Credit Documents in a cash collateral
account (and invested from time to time in Cash Equivalents selected by the
Administrative Agent) to be established by the Administrative Agent.

          (ii)    If on any date the Dollar Equivalent of the aggregate
outstanding principal amount (or Face Amount, as the case may be) of Alternate
Currency Revolving Loans incurred in a given Alternate Currency exceeds the sum
of the Alternate Currency Revolving Loan Sub-Commitments of the various
Alternate Currency Lenders relating to such Alternate Currency as then in effect
(or, if less in the case of Canadian Dollar Revolving Loans, the Total Canadian
Revolving Loan Sub-Commitment as then in effect, after giving effect to any
adjustments pursuant to Section 1.18), the respective Alternate Currency
Revolving Loan Borrowers shall prepay on such day the principal of outstanding
Alternate Currency Revolving Loans (for this purpose, taking the Dollar
Equivalent of payments in any Alternate Currency made with respect

                                      -43-
<Page>

to Alternate Currency Revolving Loans) made in the respective Alternate Currency
(other than Bankers' Acceptance Loans where the underlying Bankers' Acceptances
have not matured) equal to such excess. In the case of Canadian Dollar Revolving
Loans, if after giving effect to the prepayment of all outstanding Canadian
Dollar Revolving Loans (other than Bankers' Acceptance Loans where the
underlying Bankers' Acceptances have not yet matured), the sum of the aggregate
Face Amount of outstanding Bankers' Acceptance Loans (for this purpose, using
the Dollar Equivalent of the Face Amounts thereof) exceeds the sum of the
Alternate Currency Revolving Loan Sub-Commitments of the various Alternate
Currency Lenders relating to Canadian Dollars as then in effect (or, if less,
the Total Canadian Dollar Revolving Loan Sub-Commitment as then in effect, after
giving effect to any adjustments pursuant to Section 1.18), an amount equal to
such excess shall be deposited by the respective Alternate Currency Revolving
Loan Borrower with the Administrative Agent as cash collateral for the
obligations of the respective Alternate Currency Revolving Loan Borrower to the
Alternate Currency Lenders (rounded up to the nearest integral multiple of
Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers'
Acceptances accepted by the Alternate Currency Lenders which shall be paid to
and applied by the Alternate Currency Lenders, in satisfaction of the
obligations to the Alternate Currency Lenders of the respective Alternate
Currency Revolving Loan Borrower in respect of such Banker's Acceptances, on the
maturity date thereof.

          (b)     In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date set forth below, the
Corporation shall be required to repay that principal amount of Term Loans, to
the extent then outstanding, as is set forth opposite such date under the
Repayment Schedule then in effect (each such repayment, as the same may be
reduced as provided in Section 4.01, a "SCHEDULED REPAYMENT," and each such
date, a "SCHEDULED REPAYMENT DATE"):

<Table>
<Caption>
             Scheduled Repayment Date               Column A          Column B
             ------------------------               --------          --------
        <S>                                       <C>               <C>
        last Business Day in September, 2004      $ 25,000,000      $ 25,000,000
        last Business Day in December, 2004       $ 25,000,000      $ 25,000,000
        last Business Day in March, 2005          $ 25,000,000      $ 25,000,000
        last Business Day in June, 2005           $ 25,000,000      $ 25,000,000
        last Business Day in September, 2005      $ 25,000,000      $ 25,000,000
        last Business Day in December, 2005       $ 25,000,000      $ 25,000,000
        last Business Day in March, 2006          $ 25,000,000      $ 25,000,000
        last Business Day in June, 2006           $ 25,000,000      $ 25,000,000
        October 9, 2006                           $100,000,000      $          0
        last Business Day in September, 2006      $          0      $ 25,000,000
        last Business Day in December, 2006       $          0      $ 25,000,000
        last Business Day in March, 2007          $          0      $ 25,000,000
        October 9, 2007                           $          0      $ 25,000,000
</Table>

If the Corporation incurs any Incremental Term Loans pursuant to Section
1.01(f), then the Scheduled Repayment amounts set forth (x) in Column A opposite
the date October 9, 2006 and (y) in Column B opposite the date October 9, 2007
shall each be deemed to be increased by an amount equal to the aggregate
principal amount of the Incremental Term Loans so incurred.

                                      -44-
<Page>

          (c)     With respect to each repayment of Loans required by this
Section 4.02, the respective Borrower may designate the Types of Loans of the
respective Tranche which are to be repaid and, in the case of Euro Rate Loans
and Bankers' Acceptance Loans, the specific Borrowing or Borrowings of the
respective Tranche pursuant to which made, PROVIDED that: (i) in the case of
repayments of Dollar Loans, repayments of Eurodollar Loans of the respective
Tranche pursuant to this Section 4.02 may only be made on the last day of an
Interest Period applicable thereto unless all Eurodollar Loans of the respective
Tranche with Interest Periods ending on such date of required repayment and all
Base Rate Loans of the respective Tranche have been paid in full; (ii) if any
repayment of Euro Rate Loans made pursuant to a single Borrowing shall reduce
the outstanding Loans made pursuant to such Borrowing to an amount less than the
respective Minimum Borrowing Amount for the respective Tranche and Type of Loan,
such Borrowing (x) in the case of Dollar Loans, shall be converted at the end of
the then current Interest Period into a Borrowing of Base Rate Loans and (y) in
the case of Alternate Currency Revolving Loans, shall be repaid in full at the
end of the then current Interest Period; (iii) no repayment of Bankers'
Acceptance Loans may be made prior to the maturity date of the related Bankers'
Acceptances; and (iv) each repayment of any Loans made pursuant to a Borrowing
shall be applied PRO RATA among such Loans. In the absence of a designation by
the respective Borrower as described in the preceding sentence, the
Administrative Agent shall, subject to the above, make such designation in its
sole discretion.

          (d)     Notwithstanding anything to the contrary contained in this
Agreement or in any other Credit Document, (i) all then outstanding Swingline
Loans shall be repaid in full on the Swingline Expiry Date, (ii) all then
outstanding Competitive Bid Loans shall be repaid in full on the respective
Competitive Bid Loan Maturity Date, (iii) all then outstanding Term Loans and
Revolving Loans shall be repaid in full on the Maturity Date and (iv) unless the
Required Lenders otherwise agree, all then outstanding Loans shall be repaid in
full on the date on which a Change of Control occurs.

          4.03 METHOD AND PLACE OF PAYMENT. Except as otherwise specifically
provided herein, all payments under this Agreement or any Note shall be made to
the Administrative Agent for the account of the Lender or Lenders entitled
thereto not later than 12:00 Noon (local time in the city in which the Payment
Office for the respective payments is located) on the date when due and shall be
made in (x) Dollars in immediately available funds at the appropriate Payment
Office of the Administrative Agent in respect of any obligation of the Borrowers
under this Agreement except as otherwise provided in the immediately following
clause (y) and (y) subject to the provisions of Section 1.17, the relevant
Applicable Currency in immediately available funds at the appropriate Payment
Office of the Administrative Agent, if such payment is made in respect of (i)
principal of, the Face Amount of or interest on Alternate Currency Loans, or
(ii) any increased costs, indemnities or other amounts owing with respect to
Alternate Currency Loans (or Commitments relating thereto), in the case of this
clause (ii) to the extent the respective Lender which is charging same
denominates the amounts owing in the relevant Applicable Currency. The
Administrative Agent will thereafter cause to be distributed on the same day (if
payment was actually received by the Administrative Agent prior to 12:00 Noon
(local time in the city in which such payments are to be made)) like funds
relating to the payment of principal, interest or Fees ratably to the Lenders
entitled thereto. Any payments under this Agreement which are made later than
12:00 Noon (local time in the city in which such payments are to be made) shall
be deemed to have been made on the next succeeding Business Day.

                                      -45-
<Page>

Whenever any payment to be made hereunder or under any Note shall be stated to
be due on a day which is not a Business Day, the due date thereof shall be
extended to the next succeeding Business Day and, with respect to payments of
principal, interest and fees shall be payable at the applicable rate during such
extension.

          4.04 NET PAYMENTS. (a) All payments made by any Borrower hereunder
(including, in the case of the Corporation, in its capacity as a Guarantor
pursuant to Section 14) or under any Note will be made without setoff,
deduction, counterclaim or other defense. Except as provided in Sections 4.04(b)
and (c), all such payments will be made free and clear of, and without deduction
or withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or
therein with respect to such payments (but excluding, except as provided in the
second succeeding sentence, any tax imposed on or measured by the net income or
net profits of a Lender pursuant to the laws of the jurisdiction in which it is
organized or the jurisdiction in which the principal office or applicable
lending office of such Lender is located or any subdivision thereof or therein)
and all interest, penalties or similar liabilities with respect thereto (all
such non-excluded taxes, levies, imposts, duties, fees, assessments or other
charges being referred to collectively as "TAXES"). If any Taxes are so levied
or imposed, the respective Borrower agrees to pay the full amount of such Taxes,
and such additional amounts as may be necessary so that every payment of all
amounts due under this Agreement or under any Note, after withholding or
deduction for or on account of any Taxes, will not be less than the amount
provided for herein or in such Note. If any amounts are payable in respect of
Taxes pursuant to the preceding sentence, the respective Borrower agrees to
reimburse each Lender, upon the written request of such Lender, for any
additional amount of taxes imposed on or measured by the net income or net
profits of such Lender pursuant to the laws of the jurisdiction in which such
Lender is organized or in which the principal office or applicable lending
office of such Lender is located or under the laws of any political subdivision
or taxing authority of any such jurisdiction in which such Lender is organized
or in which the principal office or applicable lending office of such Lender is
located and for any withholding of taxes as such Lender shall determine are
payable by, or withheld from, such Lender in respect of such amounts so paid to
or on behalf of such Lender pursuant to the preceding sentence and in respect of
any amounts paid to or on behalf of such Lender pursuant to this sentence. The
respective Borrower will furnish to the Administrative Agent and the applicable
Lender within 45 days after the date the payment of any Taxes is due pursuant to
applicable law certified copies of official tax receipts evidencing such payment
by the respective Borrower. Each Borrower agrees to indemnify and hold harmless
each Lender, and reimburse such Lender upon its written request, for the amount
of any Taxes so levied or imposed and paid by such Lender.

          (b)     Each Lender that is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) agrees to deliver to the
Corporation and the Administrative Agent on or prior to the Effective Date, or
in the case of a Lender that is an assignee or transferee of an interest under
this Agreement pursuant to Section 1.14 or 13.04 (unless the respective Lender
was already a Lender hereunder immediately prior to such assignment or
transfer), on the date of such assignment or transfer to such Lender, (i) two
accurate and complete original signed copies of U.S. Internal Revenue Service
Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income
tax treaty) or 1001 (or successor forms) certifying to such Lender's entitlement
as of such date to a complete exemption from United States withholding tax

                                      -46-
<Page>

with respect to payments to be made under this Agreement and under any Note, or
(ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of
the Code and cannot deliver either U.S. Internal Revenue Service Form W-8ECI or
Form W-8BEN (with respect to a complete exemption under an income tax treaty)
pursuant to clause (i) above, (x) a certificate substantially in the form of
Exhibit E (any such certificate, a "SECTION 4.04(b)(ii) CERTIFICATE") and (y)
two accurate and complete original signed copies of U.S. Internal Revenue
Service Form W-8BEN (with respect to the portfolio interest exemption) or W-8
(or successor form) certifying to such Lender's entitlement to a complete
exemption from United States withholding tax with respect to payments of
interest to be made under this Agreement and under any Note. In addition, each
Lender agrees that from time to time after the Effective Date, when a lapse in
time or change in circumstances renders the previous certification obsolete or
inaccurate in any material respect, it will deliver to the Corporation and the
Administrative Agent two new accurate and complete original signed copies of
U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to the
benefits of any income tax treaty), or Form W-8BEN (with respect to the
portfolio interest exemption) and a Section 4.04(b)(ii) Certificate, as the case
may be, and such other forms as may be required in order to confirm or establish
the entitlement of such Lender to a continued exemption from or reduction in
United States withholding tax with respect to payments under this Agreement and
any Note, or it shall immediately notify the Corporation and the Administrative
Agent of its inability to deliver any such Form or Certificate in which case
such Lender shall not be required to deliver any such Form or Certificate
pursuant to this Section 4.04(b). Notwithstanding anything to the contrary
contained in Section 4.04(a), but subject to the last sentence of Section
13.04(b) and the immediately succeeding sentence, (x) each Borrower shall be
entitled, to the extent it is required to do so by law, to deduct or withhold
income or similar taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other
amounts payable hereunder for the account of any Lender which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
U.S. Federal income tax purposes to the extent that such Lender has not provided
to the Corporation U.S. Internal Revenue Service Forms that establish a complete
exemption from such deduction or withholding and (y) the Borrowers shall not be
obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to
a Lender in respect of income or similar taxes imposed by the United States if
(I) such Lender has not provided to the Corporation the U.S. Internal Revenue
Service Forms required to be provided to the Corporation pursuant to this
Section 4.04(b) or (II) in the case of a payment, other than interest, to a
Lender described in clause (ii) above, to the extent that such forms do not
establish a complete exemption from withholding of such taxes. Notwithstanding
anything to the contrary contained in the preceding sentence or elsewhere in
this Section 4.04 and except as set forth in Section 13.04(b), each Borrower
agrees to pay additional amounts and to indemnify each Lender in the manner set
forth in Section 4.04(a) (without regard to the identity of the jurisdiction
requiring the deduction or withholding) in respect of any amounts deducted or
withheld by it as described in the immediately preceding sentence (x) as a
result of any changes that are effective after the Effective Date in any
applicable law, treaty, governmental rule, regulation, guideline or order, or in
the interpretation thereof, relating to the deducting or withholding of income
or similar Taxes or (y) as a result of the purchase of a participation as
required by Section 1.17 following the occurrence of a Sharing Event.

          (c)     Each Lender shall use reasonable efforts (consistent with
legal and regulatory restrictions and subject to overall policy considerations
of such Lender) to file any certificate

                                      -47-
<Page>

or document or to furnish any information as reasonably requested by the
respective Borrower pursuant to any applicable treaty, law or regulation if the
making of such filing or the furnishing of such information would avoid the need
for or reduce the amount of any additional amounts payable by the respective
Borrower and would not, in the sole discretion of such Lender, be
disadvantageous to such Lender.

          SECTION 5. CONDITIONS PRECEDENT TO INITIAL CREDIT EVENTS. The
obligation of each Lender to make Loans, and the obligation of any Issuing Bank
to issue Letters of Credit, on the Initial Borrowing Date, is subject to the
satisfaction of the following conditions:

          5.01 EXECUTION OF AGREEMENT; NOTES. On or prior to the Initial
Borrowing Date, (i) the Effective Date shall have occurred and (ii) there shall
have been delivered to the Administrative Agent for the account of each of the
Lenders (subject to Section 1.06(i)) the appropriate Notes executed by the
appropriate Borrower, in each case in the amount, maturity and as otherwise
provided herein.

          5.02 OPINIONS OF COUNSEL. On the Initial Borrowing Date, the Agents
shall have received from (i) Sidley Austin Brown & Wood LLP, special counsel to
the Credit Parties, an opinion addressed to the Agents and each of the Lenders
and dated the Initial Borrowing Date in the form set forth as Exhibit F-1, (ii)
Lionel Sawyer & Collins, special Nevada counsel to the Credit Parties, an
opinion addressed to the Agents and each of the Lenders and dated the Initial
Borrowing Date in the form set forth as Exhibit F-2, (iii) Ballard Spahr Andrews
& Ingersoll, LLP, special Maryland counsel to the Corporation, an opinion
addressed to the Agents and each of the Lenders and dated the Initial Borrowing
Date in the form set forth as Exhibit F-3, and (iv) such other special and local
counsel as may be reasonably required by any Agent, an opinion addressed to the
Agents and the Lenders and dated the Initial Borrowing Date, and in each case
covering such other matters incident to the transactions contemplated herein as
any Agent may reasonably request.

          5.03 CORPORATE DOCUMENTS; PROCEEDINGS; ETC. (a) On the Initial
Borrowing Date, the Agents shall have received a certificate of each Credit
Party, dated the Initial Borrowing Date, signed by an Authorized Officer of such
Credit Party, and attested to by the Secretary or any Assistant Secretary of
such Credit Party, in the form of Exhibit G with appropriate insertions,
together with copies of the declaration of trust, certificate of incorporation
or partnership agreement (or other equivalent organizational document) and
by-laws of such Credit Party and the resolutions of such Credit Party referred
to in such certificate, and the foregoing shall be reasonably acceptable to the
Agents.

          (b)     All corporate and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by this Agreement
and the other Documents shall be reasonably satisfactory in form and substance
to the Agents and the Required Lenders, and the Agents shall have received all
information and copies of all documents and papers, including records of
corporate proceedings, governmental approvals and good standing certificates if
any, which the Agents reasonably may have requested in connection therewith,
such documents and papers where appropriate to be certified by proper corporate
or governmental authorities.

                                      -48-
<Page>

          5.04 FEES, ETC. On the Initial Borrowing Date, all costs, fees and
expenses, and all other costs contemplated by this Agreement, due to the Agents
and the Lenders (including, without limitation, legal fees and expenses) shall
have been paid to the extent then due.

          5.05 REFINANCING; ETC. (a) On or prior to the Initial Borrowing Date,
the total commitments in respect of the Indebtedness to be Refinanced shall have
been terminated, and all loans and notes issued thereunder shall have been
repaid in full, together with interest thereon (or, in the case of Existing
Bankers' Acceptances, continued as Bankers' Acceptances hereunder pursuant to
Section 1.15(b)), all letters of credit issued thereunder shall have been
terminated (or, in the case of Existing Letters of Credit, incorporated
hereunder as Letters of Credit pursuant to Section 2.01(c)), and all other
amounts owing pursuant to Indebtedness to be Refinanced shall have been repaid
in full and all documents in respect of the Indebtedness to be Refinanced and,
subject to Section 13.18, all guarantees with respect thereto shall have been
terminated or released and be of no further force or effect except for
continuing indemnification obligations described therein.

          (b)     Subject to Section 13.18, on the Initial Borrowing Date,
(i) all guaranties (other than those of Sheraton) in respect of the Existing
Senior Notes described in clauses (i) and (ii) of the definition thereof shall
have been terminated and be of no further force or effect and (ii) each
Subordination Agreement (as defined in the Existing Credit Agreement) shall have
been terminated or released.

          (c)     Subject to Section 13.18, on the Initial Borrowing Date, all
security interests and Liens on the assets owned by the Corporation or any of
its Subsidiaries granted in connection with, or to secure, the Designated
Indebtedness shall have been terminated and released. The Agents shall have
received such releases of security interests in and Liens on the assets owned by
the Corporation and its Subsidiaries as may have been reasonably requested by
the Agents, which releases shall be in form and substance reasonably
satisfactory to the Agents. Without limiting the foregoing, there shall have
been delivered (i) proper termination statements (Form UCC-3 or the appropriate
equivalent) for filing under the UCC of each jurisdiction where a financing
statement (Form UCC-1 or the appropriate equivalent) was filed with respect to
the Corporation or any of its Subsidiaries, or their respective predecessors in
interest, in connection with the security interests created with respect to the
Designated Indebtedness and the documentation related thereto and (ii) all
collateral owned by the Corporation or any of its Subsidiaries in the possession
of any of the creditors in respect of the Designated Indebtedness or any
collateral agent or trustee under any related security document shall have been
returned to the Corporation or such Subsidiary, as the case may be.

          (d)     On or prior to the Initial Borrowing Date, there shall have
been delivered to the Agents true and correct copies of the Refinancing
Documents, which Refinancing Documents shall be in full force and effect, and
the terms and conditions of each of the Refinancing Documents shall be in form
and substance satisfactory to the Agents.

          5.06 OUTSTANDING INDEBTEDNESS AND PREFERRED STOCK. (a) On the Initial
Borrowing Date, and after giving effect to the transactions described above, the
Corporation and its Subsidiaries shall have no outstanding Indebtedness or
Preferred Stock other than (i) Indebtedness pursuant to this Agreement, (ii) the
Class A Exchangeable Preferred Shares,

                                      -49-
<Page>

(iii) the Class B Exchangeable Preferred Shares, (iv) the Partnership Units, (v)
the Preferred Stock issued by certain Subsidiaries of the Corporation described
on Schedule 5.06 hereto and (vi) the Scheduled Existing Indebtedness identified
in Schedule 7.17 hereto (with, in the case of Intercompany Existing
Indebtedness, normal fluctuations in the outstanding principal amounts thereof
from the date of such Schedule), which shall remain outstanding and in effect
after giving effect to the Transaction, with no defaults or events of default
existing thereunder, with such exceptions as are satisfactory to the Agents.

          (b)     On or prior to the Initial Borrowing Date, each Credit Party
that is an obligor with respect to Intercompany Debt and each Subsidiary of the
Corporation that is an obligee with respect to any Intercompany Debt shall have
duly authorized, executed and delivered a Subordination Agreement in the form of
Exhibit J (as amended, modified or supplemented from time to time, the
"SUBORDINATION AGREEMENT"), and the Subordination Agreement shall be in full
force and effect.

          5.07 ADVERSE CHANGE, ETC. (a) On or prior to the Initial Borrowing
Date, nothing shall have occurred (and neither any Agent nor the Lenders shall
have become aware of any facts, conditions or other information not previously
known to it) which any Agent or the Required Lenders shall determine has had or
could reasonably be expected to have a Material Adverse Effect.

          (b)     All necessary governmental (domestic and foreign) and third
party approvals and/or consents in connection with any Credit Event and the
Transaction, the other transactions contemplated by the Documents and otherwise
referred to herein or therein shall have been obtained and remain in effect, and
all applicable waiting periods shall have expired without any action being taken
by any competent authority which restrains, prevents, or imposes materially
adverse conditions upon, the consummation of any Credit Event, the Transaction
or the other transactions contemplated by the Documents or otherwise referred to
herein or therein. Additionally, there shall not exist any judgment, order,
injunction or other restraint issued or filed or a hearing seeking injunctive
relief or other restraint pending or notified prohibiting or imposing materially
adverse conditions upon any Credit Event or the Transaction or the other
transactions contemplated by the Documents.

          5.08 LITIGATION. On the Initial Borrowing Date, no litigation by any
entity (private or governmental) shall be pending or threatened with respect to
this Agreement, any other Document or any documentation executed in connection
herewith or therewith or the transactions contemplated hereby or thereby, or
which any Agent or the Required Lenders shall reasonably determine has had, or
could reasonably be expected to have, a Material Adverse Effect.

          5.09 SHERATON GUARANTY. On the Initial Borrowing Date, Sheraton shall
have duly authorized, executed and delivered a guaranty in the form of Exhibit H
(as amended, modified or supplemented from time to time, the "SHERATON
GUARANTY"), guaranteeing, INTER ALIA, all of the obligations of each of the
Borrowers as more fully provided therein, and the Sheraton Guaranty shall be in
full force and effect.

                                      -50-
<Page>

          5.10 PROJECTIONS; SOLVENCY CERTIFICATE. On or prior to the Initial
Borrowing Date, there shall have been delivered to the Lenders:

          (i)     projected financial and cash flow statements for the
     Corporation and its Subsidiaries for the period from the Initial Borrowing
     Date to and including at least December 31, 2006 (the "PROJECTIONS"), which
     Projections (x) shall reflect the forecasted financial condition, income
     and expenses and cash flows of the Corporation and its Subsidiaries after
     giving effect to the Transaction and the related financing thereof and the
     other transactions contemplated hereby and thereby and (y) shall be in form
     and substance reasonably satisfactory to the Agents and the Required
     Lenders; and

          (ii)    a solvency certificate from the chief financial officer or
     treasurer of the Corporation in form and substance satisfactory to the
     Agents and the Required Lenders, addressed to the Agents and the Lenders
     and dated the Initial Borrowing Date, setting forth the conclusions that,
     after giving effect to the Transaction, the Corporation and its
     Subsidiaries, taken as a whole, are not insolvent and will not be rendered
     insolvent by the indebtedness incurred in connection therewith, will not be
     left with unreasonably small capital with which to engage in their business
     and will not have incurred debts beyond their ability to pay debts as they
     mature.

          SECTION 6. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The obligation
of each Lender to make Loans (including Loans made on the Initial Borrowing Date
and on each Incremental Loan Commitment Date, but excluding Mandatory Borrowings
to be made thereafter, which shall be made as provided in Section 1.01(d)), and
the obligation of any Issuing Bank to issue any Letter of Credit, is subject, at
the time of each such Credit Event (except as hereinafter indicated), to the
satisfaction of the following conditions:

          6.01 NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of each
such Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date).

          6.02 REQUIREMENTS OF LAW. The occurrence of the respective Credit
Event on such date does not violate any Requirement of Law and is not enjoined,
temporarily, preliminarily or permanently and no litigation shall be pending or
threatened, which in the good faith judgment of any Agent or the Required
Lenders would enjoin, prohibit or restrain, or impose or result in the
imposition of any material adverse condition upon, the respective Credit Event
or any Credit Party's obligations with respect thereto.

          6.03 NOTICE OF BORROWING; COMPETITIVE BID LOANS; LETTER OF CREDIT
REQUEST. (a) Prior to the making of each Loan (excluding Swingline Loans and
Competitive Bid Loans), the Administrative Agent shall have received a Notice of
Borrowing meeting the requirements of Section 1.03(a). Prior to the making of
any Swingline Loan, the Swingline Lender shall have

                                      -51-
<Page>

received the notice required by Section 1.03(b)(i). Prior to the making of any
Competitive Bid Loans, all of the applicable conditions specified in Section
1.04 shall have been satisfied.

          (b)     Prior to the issuance of each Letter of Credit, the
Administrative Agent (if not the Issuing Bank therefor) and the respective
Issuing Bank shall have received a Letter of Credit Request meeting the
requirements of Section 2.03.

          6.04 ELECTION TO BECOME A ALTERNATE CURRENCY REVOLVING LOAN BORROWER.
Prior to the incurrence of any Revolving Loans by an Alternate Currency
Revolving Loan Borrower (other than the Corporation) on or after the Effective
Date which has not theretofore complied with the requirements of this Section
6.04, the following additional conditions shall be satisfied:

          (i)     such new Alternate Currency Revolving Loan Borrower shall have
     duly authorized, executed and delivered to the Administrative Agent an
     Election to Become an Alternate Currency Revolving Loan Borrower in the
     form of Exhibit I, which shall be in full force and effect;

          (ii)    such Alternate Currency Revolving Loan Borrower shall have
     duly authorized, executed and delivered to the Administrative Agent for the
     account of each of the Alternate Currency Lenders (subject to Section
     1.06(i)) the appropriate Alternate Currency Revolving Notes in the amount,
     maturity and as otherwise provided herein; and

          (iii)   to the extent not previously accomplished, such Alternate
     Currency Revolving Loan Borrower shall have duly authorized, executed
     and/or delivered to the Administrative Agent such other certificates,
     resolutions, opinions and writings that would have been required to be
     delivered pursuant to Section 5 if such Alternate Currency Revolving Loan
     Borrower had been subject to such Section on the Effective Date, all of
     which shall be in form and substance reasonably satisfactory to the
     Administrative Agent.

          The acceptance of the proceeds of each Loan or the making of each
Letter of Credit Request (occurring on the Initial Borrowing Date and
thereafter) shall constitute a representation and warranty by each Credit Party
to the Agents and each of the Lenders that all the conditions specified in
Section 5 (with respect to Credit Events on the Initial Borrowing Date) and in
this Section 6 (with respect to Credit Events on and after the Initial Borrowing
Date) and applicable to such Credit Event exist as of that time. All of the
Notes, certificates, legal opinions and other documents and papers referred to
in Section 5 and in this Section 6, unless otherwise specified, shall be
delivered to the Administrative Agent at the Notice Office for the account of
each of the Lenders and, except for the Notes, in sufficient counterparts or
copies for each of the Lenders and shall be in form and substance reasonably
satisfactory to the Agents and the Required Lenders.

          SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In order to
induce the Lenders to enter into this Agreement and to make the Loans, and issue
(or participate in) the Letters of Credit as provided herein, each Borrower
makes the following representations, warranties and agreements, in each case
after giving effect to (or, in the case of representations and warranties made
on the Initial Borrowing Date, concurrently with the consummation of) the

                                      -52-
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Transaction, all of which shall survive the execution and delivery of this
Agreement and the Notes and the making of the Loans and issuance of the Letters
of Credit, with the occurrence of each Credit Event on or after the Initial
Borrowing Date being deemed to constitute a representation and warranty that the
matters specified in this Section 7 are true and correct in all material
respects on and as of the date of each such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date):

          7.01 EXISTENCE; COMPLIANCE WITH LAW. Each Credit Party and each of its
Subsidiaries (i) is a real estate investment trust or a corporation, limited
liability company or limited partnership, or a qualified REIT subsidiary as
specified herein, duly organized, validly existing and in good standing under
the laws of the jurisdiction of its formation; (ii) is duly qualified as a
foreign corporation, limited liability company, limited partnership or REIT
subsidiary and in good standing under the laws of each jurisdiction where such
qualification is necessary, except for failures which in the aggregate could not
reasonably be expected to have a Material Adverse Effect; (iii) has all
requisite corporate, limited liability company, partnership or other power and
authority and the legal right to own, pledge and mortgage its properties, to
lease (as lessee) the properties that it leases as lessee, to lease or sublease
(as lessor) the properties it owns and/or leases (as lessee) and to conduct its
business as now or currently proposed to be conducted; (iv) is in compliance
with its declaration of trust or certificate of formation, by-laws, regulations
or partnership or operating agreement or other organizational documents, as
appropriate; (v) is in compliance with all other applicable Requirements of Law
except for such non-compliances as in the aggregate could not reasonably be
expected to have a Material Adverse Effect; and (vi) has all necessary licenses,
permits, consents or approvals from or by, has made all necessary filings with,
and has given all necessary notices to, each Governmental Authority having
jurisdiction, to the extent required for such ownership, leasing and conduct,
except for licenses, permits, consents or approvals the failure to obtain, file
or give notice of, in the aggregate could not reasonably be expected to have a
Material Adverse Effect.

          7.02 POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. (a) The execution,
delivery and performance by each Credit Party of the Documents to which it is a
party and the consummation of the transactions contemplated hereby and thereby:

          (i)     are within such Credit Party's corporate, partnership, limited
     liability company or trust powers, as appropriate;

          (ii)    have been duly authorized by all necessary corporate,
     partnership, limited liability company or trust action, as appropriate,
     including, without limitation, the consent of stockholders, general and/or
     limited partners and members where required;

          (iii)   do not and will not (A) contravene any Credit Party's or any
     of its Subsidiary's respective declaration of trust, certificate of
     incorporation or formation or by-laws, regulations, partnership agreement,
     operating agreement or other comparable governing documents, (B) violate
     any other applicable Requirement of Law (including, without limitation,
     Regulations T, U and X of the Board of Governors of the Federal Reserve
     System), or any order or decree of any Governmental Authority or
     arbitrator, (C) conflict with or result in the breach of, or constitute a
     default under, or result in or

                                      -53-
<Page>

     permit the termination or acceleration of, any Contractual Obligation of
     any Credit Party or any of its Subsidiaries or (D) result in the creation
     or imposition of any Lien upon any of the Assets of any Credit Party or any
     of its Subsidiaries; and

          (iv)    do not require the consent of, authorization by, approval of,
     notice to, or filing or registration with, any Governmental Authority or
     any other Person, other than those which have been obtained or made, and
     each of which is in full force and effect.

          (b)     This Agreement and each of the other Documents has been duly
executed and delivered by each Credit Party which is a party thereto. This
Agreement and each other Document constitutes the legal, valid and binding
obligation of each Credit Party which is a party thereto, enforceable against it
in accordance with its terms except to the extent that enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting the enforcement of creditor's rights and remedies
generally.

          7.03 FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED
LIABILITIES; PROJECTIONS; ETC. (a) The consolidated financial statements and
financial statement schedules of the Corporation and its Subsidiaries, as of
December 31, 1999, 2000 and 2001, filed with the SEC as part of the
Corporation's annual report on Form 10-K, fairly present in all material
respects the consolidated results of operations of the Corporation and its
Subsidiaries for the respective Fiscal Years ended on such dates, and the
consolidated financial position of the Corporation and its Subsidiaries as at
the dates of such balance sheets. Furthermore, the consolidated financial
statements of the Corporation and its Subsidiaries, as at June 30, 2002 and for
the six-month period ended on such date, fairly present in all material respects
the consolidated results of operations of the Corporation and its Subsidiaries
for the six-month period ended on such date, and the consolidated financial
position of the Corporation and its Subsidiaries at the date of such balance
sheet. All such financial statements have been prepared in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes in the case of the June 30, 2002 financial statements.

          (b)     Since December 31, 2001 (but, for this purpose, assuming that
the Transaction had been consummated on such date), nothing has occurred that
has had, or could reasonably be expected to have, a Material Adverse Effect.

          (c)     On and as of the Initial Borrowing Date, after giving effect
to the Transaction and to all Indebtedness (including the Loans) being incurred
or assumed and Liens created by the Credit Parties in connection therewith, (a)
the sum of the assets, at a fair valuation, of the Corporation and its
Subsidiaries taken as a whole and each Borrower on a stand-alone basis will
exceed their respective debts; (b) the Corporation and its Subsidiaries taken as
a whole and each Borrower on a stand-alone basis have not incurred and do not
intend to incur, and do not believe that they will incur, debts beyond their
ability to pay such debts as such debts mature; and (c) the Corporation and its
Subsidiaries taken as a whole and each Borrower on a stand-alone basis will have
sufficient capital with which to conduct their respective businesses. For
purposes of this Section 7.03(c), "debt" means any liability on a claim, and
"claim" means (i) right to payment, whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured, or unsecured or (ii) right to
an equitable remedy for breach of performance if such breach gives rise to a

                                      -54-
<Page>

payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

          (d)     Except as disclosed in the financial statements delivered
pursuant to Section 7.03(a) and the Indebtedness incurred in connection with the
Transaction, there were as of the Initial Borrowing Date no liabilities or
obligations with respect to the Corporation or any of its Subsidiaries of any
nature whatsoever (whether absolute, accrued, contingent or otherwise and
whether or not due) which, either individually or in aggregate, has had or could
reasonably be expected to have a Material Adverse Effect. As of the Initial
Borrowing Date, no Borrower knows of any basis for the assertion against it or
any of its Subsidiaries of any liability or obligation of any nature whatsoever
that is not disclosed in the financial statements delivered pursuant to Section
7.03(a) which, either individually or in the aggregate, has had or could
reasonably be expected to have a Material Adverse Effect.

          (e)     On and as of the Initial Borrowing Date, the Projections have
been prepared in good faith and are based on reasonable assumptions under the
then known facts and circumstances, and there are no statements or conclusions
in any of the Projections which are based upon or include information known to
any Borrower to be misleading in any material respect or which knowingly fail to
take into account material information regarding the matters reported therein;
it being understood, however, that nothing contained herein shall constitute a
representation that the results forecasted in such Projections will in fact be
achieved. On the Initial Borrowing Date, each Borrower believes that the
Projections are reasonable and attainable based upon the then known facts and
circumstances, it being understood that nothing contained herein shall
constitute a representation that the results forecasted in such Projections will
in fact be achieved.

          7.04 LITIGATION. There are no pending or, to the best knowledge of any
Borrower, threatened actions, investigations or proceedings affecting the
Corporation, any of its Subsidiaries or any other Credit Party, or any of their
respective Assets or revenues before any court, Governmental Authority or
arbitrator, that in the aggregate have had, or could reasonably be expected to
have, a Material Adverse Effect. The performance of any action by any Credit
Party required or contemplated by any of the Documents is not, to the best
knowledge of any Borrower, restrained or enjoined (either temporarily,
preliminarily or permanently), and, to the best knowledge of each Borrower, no
material adverse condition has been imposed by any Governmental Authority or
arbitrator upon any of the foregoing transactions contemplated by the
aforementioned documents.

          7.05 TRUE AND COMPLETE DISCLOSURE. All factual information (other than
the Projections, which are covered in Section 7.03(e)) (taken as a whole)
furnished by any Credit Party in writing to the Administrative Agent or any
Lender (including, without limitation, all information contained in the
Documents and the Bank Information Memorandum), is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf of any Credit
Party in writing to the Administrative Agent or any Lender will be, true and
accurate in all material respects on the date as of which such information is
dated or certified and not incomplete by omitting to state any fact necessary to
make such information (taken as a whole) not misleading in any material respect
at such time in light of the circumstances under which such information was
provided.

                                      -55-
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          7.06 USE OF PROCEEDS. (a) All proceeds of the Initial Term Loans will
be used by the Corporation (i) to finance the Transaction and (ii) to pay fees
and expenses related to the Transaction.

          (b)     All proceeds of the Incremental Term Loans will be used by the
Corporation for the Corporation's and its Subsidiaries' general corporate and
working capital purposes.

          (c)     The proceeds of Revolving Loans, Swingline Loans and
Competitive Bid Loans incurred by the respective Borrower will be used for (x)
the purposes set forth in preceding clause (a) and (y) such Borrower's and its
(or their) Subsidiaries' general corporate and working capital purposes.

          (d)     Neither the making of any Loan nor the use of the proceeds
thereof nor the occurrence of any other Credit Event will violate or be
inconsistent with the provisions of Regulation T, U or X.

          (e)     At the time of each Credit Event occurring on or after the
Initial Borrowing Date, not more than 25% of the value of the assets of the
Corporation and its Subsidiaries taken as a whole will constitute Margin Stock.

          7.07 TAXES. All federal, state, local and foreign tax returns, reports
and statements (collectively, the "TAX RETURNS") required to be filed by the
Corporation and its Subsidiaries or any Tax Affiliate thereof have been filed
with the appropriate governmental agencies in all jurisdictions in which such
Tax Returns are required to be filed. All such Tax Returns are true and correct
in all material respects, and all taxes, charges and other impositions due and
payable have been timely paid prior to the date on which any fine, penalty,
interest, late charge or loss may be added thereto for non-payment thereof,
except where contested in good faith and by appropriate proceedings if (i)
adequate reserves therefor have been established on the books of the
Corporation, such Subsidiary or such Tax Affiliate in conformity with GAAP and
(ii) all such non-payments in the aggregate have, and will have, no Material
Adverse Effect. Proper and accurate amounts have been withheld by the
Corporation and each of its Subsidiaries and Tax Affiliates from their
respective employees for all periods in full and complete compliance with the
tax, social security and unemployment withholding provisions of applicable
federal, state, local and foreign law and such withholdings have been timely
paid to the respective Governmental Authorities. Except as otherwise disclosed
on Schedule 7.07, none of the Corporation or any of its Subsidiaries or Tax
Affiliates has (i) executed or filed with the U.S. Internal Revenue Service any
agreement or other document extending, or having the effect of extending, the
period for assessment or collection of any charges; (ii) agreed or been
requested to make any adjustment under Section 481(a) of the Code by reason of a
change in accounting method or otherwise; or (iii) any obligation under any
written tax sharing agreement.

          7.08 COMPLIANCE WITH ERISA. (a) Except as would not result in any
material liability, each Plan (and each related trust, insurance contract or
fund) is in compliance with its terms and, except as would not result in any
material liability, with all applicable laws, including, without limitation,
ERISA and the Code; except as would not result in a material liability, each
Plan (and each related trust, if any) which is intended to be qualified under
Section 401(a) of the

                                      -56-
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Code has received or is in the process of seeking a determination letter from
the U.S. Internal Revenue Service to the effect that it meets the requirements
of Sections 401(a) and 501(a) of the Code; except as would not result in a
material liability, no Reportable Event has occurred during the last 5 years;
except as would not result in a material liability, no Plan which is a
multiemployer plan (as defined in Section 4001(a)(3) of ERISA) is insolvent or
in reorganization; except as would not result in a material liability, no Plan
which is not a multiemployer plan (as defined in Section 4001(a)(3) of ERISA)
has an Unfunded Current Liability; except as would not result in a material
liability, no Plan which is subject to Section 412 of the Code or Section 302 of
ERISA has an accumulated funding deficiency, within the meaning of such sections
of the Code or ERISA, or has applied for or received a waiver of an accumulated
funding deficiency or an extension of any amortization period, within the
meaning of Section 412 of the Code or Sections 303 or 304 of ERISA; except as
would not result in a material liability, all contributions required to be made
with respect to a Plan by any Borrower or a Subsidiary of any Borrower or an
ERISA Affiliate have been timely made; no Borrower nor any Subsidiary of any
Borrower nor any ERISA Affiliate has incurred any liability (including any
indirect, contingent or secondary liability) to or on account of a Plan pursuant
to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212
of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or expects to incur any
such liability under any of the foregoing sections with respect to any Plan
which could reasonably be expected to result in a Material Adverse Effect; no
condition exists which presents a risk to any Borrower or any Subsidiary of any
Borrower or any ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to the foregoing provisions of ERISA and the Code which could
reasonably be expected to result in a Material Adverse Effect; no proceedings
have been instituted to terminate or appoint a trustee to administer any Plan
which is subject to Title IV of ERISA which could reasonably be expected to
result in a Material Adverse Effect; except as would not result in any material
liability, no action, suit, proceeding, hearing, audit or investigation with
respect to the administration, operation or the investment of assets of any Plan
(other than routine claims for benefits) is pending, expected or threatened;
using actuarial assumptions and computation methods consistent with Part 1 of
subtitle E of Title IV of ERISA, the aggregate liabilities of the Borrowers and
their Subsidiaries and their ERISA Affiliates to all Plans which are
multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of
a complete withdrawal therefrom, as of the close of the most recent fiscal year
of each such Plan ended prior to the date of the most recent Credit Event, would
not exceed an amount which would have a Material Adverse Effect; except as would
not result in any material liability, each group health plan (as defined in
Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has
covered employees or former employees of any Borrower, any Subsidiary of any
Borrower, or any ERISA Affiliate has at all times been operated in compliance
with the provisions of Part 6 of subtitle B of Title I of ERISA and Section
4980B of the Code; except as would not result in a material liability, no lien
imposed under the Code or ERISA on the assets of any Borrower or any Subsidiary
of any Borrower or any ERISA Affiliate exists or is likely to arise on account
of any Plan; and the Borrowers and their Subsidiaries do not maintain or
contribute to any employee welfare benefit plan (as defined in Section 3(1) of
ERISA) which provides benefits to retired employees or other former employees
(other than as required by Section 601 of ERISA) or any Plan the obligations
with respect to which could reasonably be expected to have a Material Adverse
Effect. Notwithstanding the foregoing, with respect to Plans that are
multiemployer plans (as defined in Section 4001(a)(3) of ERISA) and Plans that
are not currently maintained by any Borrower, any Subsidiary of any Borrower or
any ERISA

                                      -57-
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Affiliate, the representations and warranties in this Section 7.08 are made to
the best knowledge of the Borrowers.

          (b)     Except as would not result in any material liability, each
Foreign Pension Plan has been maintained in compliance with its terms and with
the requirements of any and all applicable laws, statutes, rules, regulations
and orders and has been maintained, where required, in good standing with
applicable regulatory authorities. Except as would not result in a material
liability, all contributions required to be made with respect to a Foreign
Pension Plan have been timely made. Except as would not result in any material
liability, no Borrower nor any of its Subsidiaries has incurred any obligation
in connection with the termination of or withdrawal from any Foreign Pension
Plan. The present value of the accrued benefit liabilities (whether or not
vested) under each Foreign Pension Plan, determined as of the end of the most
recently ended Fiscal Year of the Corporation on the basis of actuarial
assumptions, each of which is reasonable, did not exceed the current value of
the assets of such Foreign Pension Plan allocable to such benefit liabilities to
an extent which could reasonably be expected to have a Material Adverse Effect.

          (c)     The assets of the Corporation and each other Credit Party do
not constitute "plan assets" within the meaning of DOL Regulation Section
2510.3-101.

          7.09 PROPERTY. Each of the Corporation and each of its Subsidiaries
has good and indefeasible title to all material properties owned by it, and a
valid leasehold interest in all material property leased by it, including (in
each case) all material property reflected in the most recent historical balance
sheet referred to in Section 7.03(a) (except as sold or otherwise disposed of
since the date of such balance sheet in the ordinary course of business or as
otherwise permitted by the terms of this Agreement), free and clear of all
Liens, other than Permitted Liens.

          7.10 STATUS AS A REIT. Starwood REIT is organized in conformity with
the requirements for qualification as a real estate investment trust under the
Code. Starwood REIT has met all of the requirements for qualification as a real
estate investment trust under the Code for the Fiscal Year ended December 31,
2001. Starwood REIT is in a position to qualify for its current Fiscal Year as a
real estate investment trust under the Code and its proposed methods of
operation will enable it to so qualify.

          7.11 COMPLIANCE WITH STATUTES, ETC. Each Borrower and each of its
Subsidiaries is in compliance with all Requirements of Law, except such
noncompliances as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

          7.12 INVESTMENT COMPANY ACT. Neither any Credit Party nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

          7.13 PUBLIC UTILITY HOLDING COMPANY ACT. Neither any Credit Party nor
any of its Subsidiaries is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

                                      -58-
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          7.14 ENVIRONMENTAL MATTERS. (a) Each Borrower and each of its
Subsidiaries have complied with, and on the date of such Credit Event are in
compliance with, all applicable Environmental Laws and the requirements of any
permits issued under such Environmental Laws. There are no pending or, to the
best knowledge of each Borrower, threatened Environmental Claims against any
Borrower or any of its Subsidiaries (including any such Environmental Claim
arising out of the ownership or operation by any Borrower or any of its
Subsidiaries of any Real Property no longer owned or operated by any Borrower or
any of its Subsidiaries) or any Real Property owned or operated by any Borrower
or any of its Subsidiaries. There are no facts, circumstances, conditions or
occurrences with respect to the business or operations of any Borrower or any of
its Subsidiaries or any Real Property owned or operated by any Borrower or any
of its Subsidiaries (including any Real Property formerly owned or operated by
any Borrower or any of its Subsidiaries but no longer owned or operated by any
Borrower or any of its Subsidiaries) or, to the best knowledge of any Borrower,
any real property adjoining or adjacent to any such Real Property that would
reasonably be expected (i) to form the basis of an Environmental Claim against
any Borrower or any of its Subsidiaries or any Real Property owned or operated
by any Borrower or any of its Subsidiaries, or (ii) to cause any Real Property
owned or operated by any Borrower or any of its Subsidiaries to be subject to
any restrictions imposed by Environmental Laws on the nature of the use or the
transferability of such Real Property by any Borrower or any of its Subsidiaries
under any applicable Environmental Law.

          (b)     Hazardous Materials have not been generated, used, treated or
stored on, or transported to or from, any Real Property owned or operated by any
Borrower or any of its Subsidiaries where such generation, use, treatment,
storage or transportation has violated or would reasonably be expected to
violate any applicable Environmental Law. Hazardous Materials have not been
Released on or from any Real Property owned or operated by any Borrower or any
of its Subsidiaries where such Release has violated or would reasonably be
expected to violate any applicable Environmental Law.

          (c)     Notwithstanding anything to the contrary in preceding
clauses (a) and (b) of this Section 7.14, the representations made in preceding
clauses (a) and (b) of this Section 7.14 shall not be untrue unless the
aggregate effect of all violations, Environmental Claims, facts, circumstances,
conditions, occurrences, restrictions, failures and noncompliances subject to or
governed by Environmental Laws would reasonably be expected to have a Material
Adverse Effect.

          7.15 LABOR RELATIONS. No Borrower or any of its Subsidiaries is
engaged in any unfair labor practice that could reasonably be expected to have a
Material Adverse Effect. There is (i) no unfair labor practice complaint pending
against any Borrower or any of its Subsidiaries or, to the best knowledge of
each Borrower, threatened against any of them, before the National Labor
Relations Board, and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against any Borrower or
any of its Subsidiaries or, to the best knowledge of each Borrower, threatened
against any of them, (ii) no strike, labor dispute, slowdown or stoppage pending
against any Borrower or any of its Subsidiaries or, to the best knowledge of
each Borrower, threatened against any Borrower or any of its Subsidiaries and
(iii) to the best knowledge of each Borrower, no union representation question
existing with respect to the employees of any Borrower or any of its
Subsidiaries and, to the best knowledge of each Borrower, no union organizing
activities are taking place, except (with respect to any matter

                                      -59-
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specified in clause (i), (ii) or (iii) above, either individually or in the
aggregate) such as could not reasonably be expected to have a Material Adverse
Effect.

          7.16 INTELLECTUAL PROPERTY, LICENSES, FRANCHISES AND FORMULAS. Each
Borrower and each of its Subsidiaries owns, or has the right to use, all the
patents, trademarks, permits, service marks, trade names, copyrights, licenses,
franchises, proprietary information (including, but not limited to, rights in
computer programs and databases) and formulas, or other rights with respect to
the foregoing, or has obtained assignments of all leases and other rights of
whatever nature, necessary for the present conduct of its business, without any
known conflict with the rights of others which, or the failure to obtain which,
as the case may be, could reasonably be expected to result in a Material Adverse
Effect.

          7.17 SCHEDULED EXISTING INDEBTEDNESS, ETC. (a) Schedule 7.17 sets
forth a true and complete list of all Indebtedness of the Corporation and each
of its Subsidiaries as of the Initial Borrowing Date and which is to remain
outstanding after giving effect to the Transaction (excluding the Loans and the
Letters of Credit, the "SCHEDULED EXISTING INDEBTEDNESS"), in each case, showing
the aggregate principal amount thereof and the name of the respective borrower
and any Credit Party or any of its Subsidiaries which directly or indirectly
guaranteed such debt and describing any security therefor. Part I of Schedule
7.17 lists all Scheduled Existing Indebtedness owed to any Person other than the
Credit Parties and their Subsidiaries (collectively, "THIRD PARTY EXISTING
INDEBTEDNESS") and Part II of Schedule 7.17 lists all Scheduled Existing
Indebtedness (with such normal fluctuations in the principal amount thereof
since the date of such Schedule) owed to any other Credit Party or any
Subsidiary thereof (the "INTERCOMPANY EXISTING INDEBTEDNESS").

          (b)     After giving effect to the Collateral and Guaranty Release,
the Existing Senior Notes described in clauses (i) and (ii) of the definition
thereof are not guaranteed by any Person other than Sheraton. As of the Initial
Borrowing Date, the Existing Senior Notes described in clause (iii) of the
definition thereof are not guaranteed by any Person other than the Corporation.

          SECTION 8. AFFIRMATIVE COVENANTS. Each Borrower hereby covenants and
agrees that on and after the Effective Date and until the Total Commitment and
all Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings,
together with interest, Fees and all other Obligations (other than contingent
indemnification obligations) incurred hereunder and thereunder, are paid in
full:

          8.01 INFORMATION COVENANTS. The Borrowers will furnish to the Lenders:

          (a)     QUARTERLY FINANCIAL STATEMENTS. Within 55 days after the close
of the first three quarterly accounting periods in each Fiscal Year of the
Corporation, (i) the consolidated balance sheet of the Corporation and its
Subsidiaries as at the end of such quarterly accounting period, and the related
consolidated statements of income and retained earnings and statement of cash
flows for such quarterly accounting period and for the elapsed portion of the
Fiscal Year ended with the last day of such quarterly accounting period, in each
case setting forth comparative figures for the related periods in the prior
Fiscal Year, all of which shall be certified by the chief financial officer of
the Corporation (or by the Senior Vice President and Treasurer or

                                      -60-
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Senior Vice President and Corporate Controller of the Corporation), subject only
to normal year-end audit adjustments and the absence of footnotes and (ii)
management's discussion and analysis of the important operational and financial
developments during the quarterly and year-to-date periods.

          (b)     ANNUAL FINANCIAL STATEMENTS. Within 100 days after the close
of each Fiscal Year of the Corporation, (i) the consolidated balance sheet of
the Corporation and its Subsidiaries as at the end of such Fiscal Year, and the
related consolidated statements of income and retained earnings and of cash
flows for such Fiscal Year setting forth comparative figures for the preceding
Fiscal Year and certified (without qualification) by independent certified
public accountants of recognized national standing reasonably acceptable to the
Administrative Agent, together with a report of such accounting firm stating
that in the course of its regular audit of the respective financial statements,
which audit was conducted in accordance with generally accepted auditing
standards, such accounting firm obtained no knowledge of any Default or Event of
Default which has occurred and is continuing or, if in the opinion of such
accounting firm such a Default or Event of Default has occurred and is
continuing, a statement as to the nature thereof and (ii) management's
discussion and analysis of the important operational and financial developments
during the respective Fiscal Year.

          (c)     BUDGETS. (x) On January 31 of each Fiscal Year, a budget
(including budgeted statements of income and sources and uses of cash and
balance sheets) for each of the four fiscal quarters of such Fiscal Year
prepared by the Corporation (on a consolidated basis) in reasonable detail and
in form reasonably satisfactory to the Administrative Agent and accompanied by
the statement of a senior financial officer of the Corporation to the effect
that, to the best of his knowledge, the budget is a reasonable estimate for the
period covered thereby.

          (d)     OFFICER'S CERTIFICATES. At the time of the delivery of the
financial statements provided for in Sections 8.01(a) and (b), a certificate of
the chief financial officer of the Corporation (or by the Senior Vice President
and Treasurer or Senior Vice President and Corporate Controller of the
Corporation), in form satisfactory to the Agents, to the effect that, to the
best of such officer's knowledge, no Default or Event of Default has occurred
and is continuing or, if any Default or Event of Default has occurred and is
continuing, specifying the nature and extent thereof, which certificate shall
(x) set forth in reasonable detail the calculations required to establish
whether the Borrowers and their Subsidiaries were in compliance with the
provisions of Sections 4.02, 9.01, 9.04, 9.05, 9.06 and 9.08 at the end of such
fiscal quarter or Fiscal Year, as the case may be, (y) set forth its Unsecured
Debt Ratings and (z) set forth the calculations required to establish the
Applicable Margin and Applicable Commitment Commission Percentage.

          (e)     NOTICE OF DEFAULT OR LITIGATION. Promptly, and in any event
within five Business Days (or ten Business Days in the case of following clause
(ii)) after any Authorized Officer of any Borrower obtains actual knowledge
thereof, notice of (i) the occurrence of any event which constitutes a Default
or an Event of Default and (ii) any litigation or governmental investigation or
proceeding pending (x) against any Borrower or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect, (y) with respect
to any material Indebtedness of any Borrower or any of its Subsidiaries or (z)
with respect to any Document.

                                      -61-
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          (f)     OTHER REPORTS AND FILINGS. The Corporation shall promptly
notify the Agents after any Borrower or any Subsidiary files with, or delivers
to, the Securities and Exchange Commission (or any successor thereto) (the
"SEC") (x) any Form 8-K, Form 10-Q or Form 10-K or (y) any financial
information, proxy material, registration statement or report which contains
information materially adverse to the Corporation or any of its Subsidiaries,
and, if requested by any Agent or Lender, shall furnish it with a copy thereof.

          (g)     ENVIRONMENTAL MATTERS. Promptly upon, and in any event within
fifteen Business Days after, an Authorized Officer of any Borrower obtains
knowledge thereof, notice of one or more of the following matters subject to or
governed by Environmental Laws (in each case, describing in reasonable detail
the nature of the respective Environmental Matter and the respective Borrower's
or Subsidiary's intended response thereto), unless such Environmental Matters
would not, individually or when aggregated with all other such Environmental
Matters, be reasonably expected to have a Material Adverse Effect:

          (i)     any pending or threatened Environmental Claim against such
     Borrower or any of its Subsidiaries or any Real Property owned or operated
     by such Borrower or any of its Subsidiaries;

          (ii)    any condition or occurrence on or arising from any Real
     Property owned or operated by such Borrower or any of its Subsidiaries that
     (a) results in noncompliance by such Borrower or any of its Subsidiaries
     with any applicable Environmental Law or (b) would reasonably be expected
     to form the basis of an Environmental Claim against such Borrower or any of
     its Subsidiaries or any such Real Property;

          (iii)   any condition or occurrence on any Real Property owned or
     operated by such Borrower or any of its Subsidiaries that could reasonably
     be expected to cause such Real Property to be subject to any restrictions
     on the nature of the use or transferability by the respective Borrower or
     any of its Subsidiaries of such Real Property under any Environmental Law;
     and

          (iv)    the taking of any removal or remedial action in response to
     the actual or alleged presence of any Hazardous Materials on any Real
     Property owned or operated by such Borrower or any of its Subsidiaries as
     required by any Environmental Law or any Governmental Authority (with the
     items described in this clause (iv) and above in preceding clauses (i)
     through (iii) being herein called, collectively, "ENVIRONMENTAL MATTERS").

In addition, each Borrower or any of its Subsidiaries will provide the Lenders
with copies of all communications between such Borrower or any of its
Subsidiaries and any Governmental Authority relating to Environmental Laws which
could reasonably be expected to have a Material Adverse Effect.

          (h)     OTHER INFORMATION. From time to time, such other information
or documents (financial or otherwise) with respect to any Borrower or any of its
Subsidiaries as either Agent or any Lender may reasonably request.

                                      -62-
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          8.02 BOOKS, RECORDS AND INSPECTIONS. Each Borrower will, and the
Corporation will cause each Subsidiary to, keep proper books of record and
accounts in which full, true and correct entries in conformity with generally
accepted accounting principles and all requirements of law shall be made of all
dealings and transactions in relation to its business and activities. Upon prior
notice, each Borrower will, and the Corporation will cause each Subsidiary to,
permit officers and designated representatives of any Agent or any Lender to
visit and inspect, during regular business hours and under guidance of officers
of such Borrower or such Subsidiary, any of the properties of such Borrower or
such Subsidiary, and to examine the books of account of such Borrower or such
Subsidiary and discuss the affairs, finances and accounts of such Borrower or
such Subsidiary with, and be advised as to the same by, its and their officers
and independent accountants, all at such reasonable times and intervals and to
such reasonable extent as such Agent or such Lender may request.

          8.03 MAINTENANCE OF INSURANCE. Each Borrower will, and the Corporation
will cause each of its Subsidiaries to, maintain (either in the name of such
Borrower or in such Subsidiary's own name) with financially sound and
responsible insurance companies, insurance in such types and in at least such
amounts and against at least such risks (and with such risk retention) as are
usually insured against by companies of established repute engaged in the same
or a similar business (including, if so required, terrorism insurance) and as is
otherwise reasonably acceptable to the Administrative Agent, and will furnish to
the Lenders, upon request from the Administrative Agent, information presented
in reasonable detail as to the insurance so carried. Notwithstanding the
foregoing, each Borrower may self-insure with respect to such risks with respect
to which companies of established repute engaged in the same or similar business
in the same general area usually self-insure; PROVIDED that the terms of such
self-insurance (including any reserves established in connection therewith)
shall be reasonably acceptable to the Administrative Agent.

          8.04 CORPORATE FRANCHISES. Each Borrower will, and the Corporation
will cause each of its Subsidiaries to, do or cause to be done, all things
necessary to preserve and keep in full force and effect its existence and its
material rights, franchises, licenses and patents; PROVIDED, HOWEVER, that
nothing in this Section 8.04 shall prevent (i) transactions permitted under
Section 9.02, (ii) the liquidation of any Subsidiary (which Subsidiary is not
itself a Credit Party) if the Corporation determines that such liquidation could
not reasonably be expected to have a Material Adverse Effect or (iii) the
withdrawal by any Borrower or any of its Subsidiaries of its qualification as a
foreign corporation in any jurisdiction where such withdrawal would not
reasonably be expected to have a Material Adverse Effect.

          8.05 COMPLIANCE WITH STATUTES, ETC. (a) Each Borrower will, and the
Corporation will cause each of its Subsidiaries to, comply with all Requirements
of Law (including, without limitation, all Environmental Laws and the rules and
regulations thereunder), except such noncompliances as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.
No Borrower nor any of its Subsidiaries will generate, use, treat, store,
Release or dispose of, or permit the generation, use, treatment, storage,
Release or disposal of Hazardous Materials on any Real Property now or hereafter
owned or operated by such Borrower or any of its Subsidiaries, or transport or
permit the transportation of Hazardous Materials to or from any such Real
Property, except for Hazardous Materials generated, used, treated, stored,
Released or disposed of at, or transported to or from, any such Real Properties
in compliance in

                                      -63-
<Page>

all material respects with all applicable Environmental Laws and as is
reasonably required in connection with the operation, use and maintenance of the
business or operations of such Borrower or any of its Subsidiaries.

          (b)     Within 5 Business Days after the Corporation is required by
applicable law, statute, rule or regulation, the Corporation shall file (or
cause to be filed) with the SEC all reports, financial information and
certifications required by applicable law, statute, rule or regulation.

          8.06 ERISA. As soon as reasonably practicable and, in any event,
within fifteen (15) days after any Borrower, any Subsidiary of any Borrower or
any ERISA Affiliate knows or has reason to know of the occurrence of any of the
following, the Corporation will deliver, or cause to be delivered, to the
Lenders a certificate of the chief financial officer, treasurer or controller of
the Corporation setting forth the reasonable details as to such occurrence and
the action, if any, that such Borrower, such Subsidiary or such ERISA Affiliate
is required or proposes to take, together with any notices required or proposed
to be given or filed by such Borrower, such Subsidiary, the Plan Administrator
or such ERISA Affiliate to or with the PBGC or any other government agency, or a
Plan participant and any notices received by such Borrower, such Subsidiary or
ERISA Affiliate from the PBGC or any other government agency, or a Plan
participant with respect thereto: that a Reportable Event has occurred (except
to the extent that any Borrower has previously delivered to the Lenders a notice
(if any) concerning such event pursuant to the next clause hereof); that a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA is subject to the advance reporting requirement of
PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof),
and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC
Regulation Section 4043 is reasonably expected to occur with respect to such
Plan within the following 30 days; that an accumulated funding deficiency,
within the meaning of Section 412 of the Code or Section 302 of ERISA, has been
incurred or an application may reasonably be expected to be or has been made for
a waiver or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section
412 of the Code or Section 303 or 304 of ERISA with respect to a Plan; that any
contribution required to be made by any Borrower or a Subsidiary of any Borrower
or an ERISA Affiliate with respect to a Plan or Foreign Pension Plan has not
been timely made; that a Plan has been or may be terminated, reorganized,
partitioned or declared insolvent under Title IV of ERISA; that a Plan has an
Unfunded Current Liability; that proceedings may reasonably be expected to be or
have been instituted to terminate or appoint a trustee to administer a Plan
which is subject to Title IV of ERISA; that a proceeding has been instituted
pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan;
that any Borrower, any Subsidiary of any Borrower or any ERISA Affiliate will or
could reasonably be expected to incur any material increase in liability
(including any indirect, contingent, or secondary liability) to or on account of
the termination of or withdrawal from a Plan under Section 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under Section
401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of
ERISA or with respect to a group health plan (as defined in Section 607(1) of
ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or
that any Borrower or any Subsidiary of any Borrower could reasonably be expected
to incur any material increase in liability pursuant to any employee welfare
benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to
retired employees or other former

                                      -64-
<Page>

employees (other than as required by Section 601 of ERISA) or any Plan or any
Foreign Pension Plan. Each Borrower will deliver to such Lender (i) upon the
request of such Lender, a complete copy of the annual report (on U.S. Internal
Revenue Service Form 5500-series) of each Plan which is not a multiemployer plan
(as defined in Section 4001(a)(3) of ERISA)(including, to the extent required,
the related financial and actuarial statements and opinions and other supporting
statements, certifications, schedules and information) required to be filed with
the U.S. Internal Revenue Service and (ii) copies of any records, documents or
other information that must be furnished to the PBGC or any other governmental
agency with respect to any Plan pursuant to Section 4010 of ERISA. In addition
to any certificates or notices delivered to the Lenders pursuant to the first
sentence hereof, copies of any records, documents or other information required
to be furnished to the PBGC or any other governmental agency, and any material
notices received by any Borrower, any Subsidiary of any Borrower or any ERISA
Affiliate with respect to any Plan or Foreign Pension Plan shall be delivered to
the Lenders no later than fifteen (15) days after the date such records,
documents, and/or information has been furnished to the PBGC or any other
governmental agency or such notice has been received by any Borrower, any
Subsidiary or any ERISA Affiliate, as applicable. Notwithstanding the foregoing,
no statement or notice described in this Section 8.06 shall be required to be
provided unless the event or events to which such statement or notice relate
could individually or in the aggregate be expected to result in liability to the
Corporation, its Subsidiaries and their ERISA Affiliates in excess of
$5,000,000.

          8.07 END OF FISCAL YEARS; FISCAL QUARTERS. The Corporation will cause
(i) each of its, and each of its Subsidiaries', Fiscal Years to end on December
31 of each year and (ii) each of its, and each of its Subsidiaries', fiscal
quarters to end on dates which are consistent with a Fiscal Year ending December
31.

          8.08 PERFORMANCE OF OBLIGATIONS. Each Borrower will, and will cause
each of its Subsidiaries to, perform all of its obligations under the terms of
each mortgage, indenture, security agreement and other debt instrument by which
it is bound, except such non-performances as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

          8.09 MAINTENANCE OF PROPERTIES. Each Borrower will, and the
Corporation will cause each of its Subsidiaries to, keep all property necessary
to the business of such Borrower and each such Subsidiary in good working order
and condition, ordinary wear and tear excepted, except such non-compliances with
the foregoing as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

          8.10 REIT REQUIREMENTS. Starwood REIT shall operate its business at
all times so as to satisfy all requirements necessary to qualify as a real
estate investment trust under Sections 856 through 860 of the Code. Starwood
REIT will maintain adequate records so as to comply with all record-keeping
requirements relating to the qualification of Starwood REIT as a real estate
investment trust as required by the Code and applicable regulations of the
Department of Treasury promulgated thereunder and will properly prepare and
timely file with the U.S. Internal Revenue Service all returns and reports
required thereby.

                                      -65-
<Page>

          8.11 PAYMENT OF TAXES. Each Borrower will, and the Corporation will
cause each of its Subsidiaries to, pay and discharge, or cause to be paid and
discharged, all taxes, assessments and governmental charges or levies imposed
upon it or upon its income or profits, or upon any properties belonging to it,
prior to the date on which penalties attach thereto, and all lawful claims
which, if unpaid, might become a lien not otherwise permitted under Section
9.01(i); PROVIDED that no Borrower or any of its Subsidiaries will be required
to pay any such tax, assessment, charge, levy or claim which (x) is being
contested in good faith and by appropriate proceedings if it has maintained
adequate reserves with respect thereto in accordance with generally accepted
accounting principles and (y) would not reasonably be expected to have a
Material Adverse Effect.

          8.12 OWNERSHIP OF CERTAIN SUBSIDIARIES. At all times after the Initial
Borrowing Date, (i) the Corporation shall own, directly or indirectly, at least
ninety percent (90%) of the Capital Stock of Sheraton and (ii) the Corporation
shall maintain, directly or indirectly, voting control of Starwood REIT as well
as 100% of the Class A shares of Starwood REIT, which shares shall at all times
represent greater than 50% of the economic interest in the Capital Stock of
Starwood REIT.

          8.13 ASSIGNED STARWOOD NOTE; ETC. At all times on and after the
Initial Borrowing Date, the Assigned Starwood Note LLC shall at all times own
(subject to no Liens) the Assigned Starwood Note.

          SECTION 9. NEGATIVE COVENANTS. Each of the Borrowers hereby covenants
and agrees that on and after the Effective Date and until the Total Commitment
and all Letters of Credit have terminated and the Loans, Notes and Unpaid
Drawings, together with interest, Fees and all other Obligations (other than
contingent indemnification obligations) incurred hereunder and thereunder, are
paid in full:

          9.01 LIENS. No Borrower will, nor will any Borrower permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
such Borrower or any of its Subsidiaries, whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or
agreement, contingent or otherwise, to repurchase or leaseback such property or
assets (including sales of accounts receivable with recourse to such Borrower or
any of its Subsidiaries), or assign any right to receive income or permit the
filing of any financing statement under the UCC or any other similar notice of
Lien under any similar recording or notice statute; PROVIDED that the provisions
of this Section 9.01 shall not prevent the creation, incurrence, assumption or
existence of the following (Liens described below are herein referred to as
"PERMITTED LIENS"):

          (i)     inchoate Liens for taxes, assessments or governmental or
     quasi-governmental charges or levies not yet due and payable or Liens for
     taxes, assessments or governmental or quasi-governmental charges or levies
     being contested in good faith and by appropriate proceedings for which
     adequate reserves have been established in accordance with generally
     accepted accounting principles;

                                      -66-
<Page>

          (ii)    Liens in respect of property or assets of any Borrower or any
     of its Subsidiaries imposed by law, which were incurred in the ordinary
     course of business and do not secure Indebtedness for borrowed money, such
     as carriers', warehousemen's, materialmen's and mechanics' liens and other
     similar Liens arising in the ordinary course of business, and (x) which do
     not in the aggregate materially detract from the value of the property and
     assets of such Borrower and its Subsidiaries taken as a whole or materially
     impair the use thereof in the operation of the business of such Borrower or
     such Subsidiary or (y) which are being contested in good faith by
     appropriate proceedings, which proceedings have the effect of preventing
     the forfeiture or sale of the property or assets subject to any such Lien;

          (iii)   Liens in existence on the Initial Borrowing Date which are
     listed, and the property subject thereto described, in Schedule 9.01
     ("EXISTING LIENS"), and giving effect to any renewals, replacements and
     extensions of such Liens, in each case so long as (x) the principal amount
     of the obligations secured thereby is not increased as a result thereof
     (except to the extent any such incremental obligations are independently
     justified under (and applied as a utilization of the basket described in)
     Section 9.01(xv) below) and (y) such renewals, replacements and extensions
     do not result in Liens applying to any Assets which are not already subject
     to the Liens securing the respective obligations being renewed, replaced or
     extended;

          (iv)    licenses, leases, sublicenses or subleases granted to other
     Persons not materially interfering with the conduct of the business of any
     Borrower and its Subsidiaries taken as a whole;

          (v)     Liens upon assets of any Borrower or its Subsidiaries (I)
     subject to Capitalized Lease Obligations, (II) arising pursuant to purchase
     money mortgages or security interests securing Indebtedness representing
     the purchase price (or financing of the purchase price within 90 days after
     the respective purchase) of assets acquired after the Effective Date or
     (III) securing Non-Recourse Indebtedness incurred to finance construction
     projects, PROVIDED that (x) such Liens only serve to secure the payment of
     Indebtedness arising under such Capitalized Lease Obligation, such purchase
     money Indebtedness or such Non-Recourse Indebtedness, as the case may be,
     (y) the Lien encumbering the asset or assets giving rise to such
     Capitalized Lease Obligation, purchase money Indebtedness or Non-Recourse
     Indebtedness, as the case may be, does not encumber any other asset of such
     Borrower or any Subsidiary of such Borrower and (z) the aggregate amount of
     all such purchase money Indebtedness and Non-Recourse Indebtedness (subject
     to Liens pursuant to this clause (v)) which amortizes or is otherwise
     required to be paid prior to the Maturity Date shall at no time exceed
     $150,000,000;

          (vi)    easements, rights-of-way, restrictions, encroachments and
     other similar charges or encumbrances, and minor title deficiencies, in
     each case not securing Indebtedness and, except in the case of those
     arising out of a governmental taking or threatened governmental taking, not
     materially interfering with the conduct of the business of any Borrower or
     any of its Subsidiaries;

                                      -67-
<Page>

          (vii)   Liens arising from precautionary UCC financing statement
     filings regarding operating leases entered into by any Borrower or any of
     its Subsidiaries in the ordinary course of business;

          (viii)  Liens arising out of the existence of judgments, decrees or
     awards not constituting an Event of Default under Section 10.08, PROVIDED
     that no cash or property is deposited or delivered to secure the respective
     judgment or award (or any appeal bond in respect thereof);

          (ix)    statutory and common law landlords' liens under leases to
     which any Borrower or any of its Subsidiaries is a party;

          (x)     Liens on property or assets acquired pursuant to an
     acquisition permitted by Section 9.02, or on property or assets of a
     Subsidiary of any Borrower acquired in accordance with said Section 9.02,
     in each case in existence at the time such acquisition is consummated,
     PROVIDED that such Liens are not incurred in connection with or in
     contemplation or anticipation of such acquisition and do not attach to any
     other asset of such Borrower or any of its Subsidiaries;

          (xi)    Liens on Assets of Starwood Vacation or any of its
     Subsidiaries securing the SVO Debt;

          (xii)   Liens placed upon equipment or machinery used in the ordinary
     course of business of any Borrower or any of its Subsidiaries at the time
     of acquisition thereof by such Borrower or any such Subsidiary or within 90
     days thereafter to secure Indebtedness incurred to pay all or a portion of
     the purchase price thereof or to secure Indebtedness incurred solely for
     the purpose of financing the acquisition of any such equipment or machinery
     or extensions, renewals or replacements of any of the foregoing for the
     same or a lesser amount, PROVIDED that (x) the aggregate outstanding
     principal amount of all Indebtedness secured by Liens permitted by this
     clause (xii) shall not at any time exceed $5,000,000 and (y) in all events,
     the Lien encumbering the equipment or machinery so acquired does not
     encumber any other asset of such Borrower or such Subsidiary;

          (xiii)  intercompany Indebtedness owed by and among the Corporation,
     any of its Wholly-Owned Subsidiaries and, so long as SLT Realty Limited
     Partnership is a Subsidiary of the Corporation at least 95% of the Capital
     Stock of which is directly or indirectly owned by the Corporation, SLT
     Realty Limited Partnership and its Wholly-Owned Subsidiaries may be secured
     by any Assets (but excluding Capital Stock or other equity interests in any
     Persons) of the respective such obligor, so long as (x) any Subsidiary of
     the Corporation which is an obligee with respect to any such Indebtedness
     owed by a Credit Party shall have entered into the Subordination Agreement
     and (y) any such intercompany Indebtedness owed by a Credit Party shall at
     all times be subject to the provisions of the Subordination Agreement as,
     and to the extent, required thereby;

          (xiv)   Liens on Capital Stock acquired by Starwood Italia after the
     Initial Borrowing Date securing Indebtedness of Starwood Italia as, and to
     the extent required by, the CIGA Euro Loan Agreement; and

                                      -68-
<Page>

          (xv)    Liens on Assets of the Corporation or any of its Subsidiaries
     securing Indebtedness and not otherwise permitted by the foregoing clauses
     (i) through (xiv), so long as (I) the sum of: (x) the aggregate amount of
     the outstanding Indebtedness secured by such Liens, PLUS (y) the aggregate
     outstanding amount of the SVO Debt (if any) which is recourse to the
     Corporation or any of its Subsidiaries (other than Starwood Vacation and
     its Subsidiaries), PLUS (z) the aggregate outstanding principal amount of
     Additional Unsecured Subsidiary Indebtedness (without duplication of any
     Contingent Obligations in respect of primary obligations constituting
     Additional Unsecured Subsidiary Indebtedness), does not exceed at any time
     5% of Consolidated Net Tangible Assets (determined as of the date of the
     most recent incurrence of such Liens or Indebtedness (or any increase
     thereof) by reference to the then most recent date for which the
     Corporation has delivered (or was required to deliver, if such delivery has
     not been made) its financial statements under Section 8.01(a) or (b), as
     applicable) and (II) the Assets so encumbered have a value (as determined
     in good faith by senior management of the Corporation) reasonably related
     to the amount of the Indebtedness secured thereby.

Notwithstanding the foregoing, in no event shall Assigned Starwood Note LLC
create, incur or assume any Lien on or with respect to its property or assets.

          9.02 CONSOLIDATION, MERGER, PURCHASE OR SALE OF ASSETS, LEASE
OBLIGATIONS, ETC. No Borrower will, nor will any Borrower permit any of its
Subsidiaries to, enter into transaction of merger or consolidation, or convey,
sell, lease or otherwise dispose of all or any part of its property or assets
(other than inventory, goods, materials or equipment (in each case other than
Real Property) in the ordinary course of business), or enter into any
sale-leaseback transactions, or purchase or otherwise acquire (in one or a
series of related transactions) any part of the property or assets (other than
purchases or other acquisitions of inventory, goods, materials and equipment in
the ordinary course of business) of any Person, unless: (i) no Specified Default
or Event of Default then exists or would result therefrom, (ii) calculations are
made by the Corporation demonstrating compliance with the covenants contained in
Sections 9.05, 9.06 and 9.08 for the Reference Period, on a PRO FORMA Basis, as
if the respective transaction had occurred on the first day of such Reference
Period, (iii) in the case of a merger or consolidation or the acquisition of
assets, the Person, business, assets or product line so acquired pursuant to the
respective transaction, was engaged or used, as the case may be, primarily in a
business permitted by Section 9.07, (iv) in the case of a merger or
consolidation involving any Alternate Currency Revolving Loan Borrower (other
than the Corporation), an Alternate Currency Revolving Loan Borrower is the
surviving corporation of such merger or consolidation, (v) in the case of a
merger or consolidation involving the Corporation or Sheraton, the Corporation
or Sheraton, as the case may be, shall be the surviving corporation of such
merger or consolidation, PROVIDED that the Corporation or Sheraton, as the case
may be, shall not be required to be the surviving corporation of such merger or
consolidation, so long as (x) the respective entity which survives such merger
or consolidation assumes all of the obligations of the Corporation or Sheraton
under the Credit Documents to which it is a party pursuant to documentation
reasonably satisfactory to the Administrative Agent and the Required Lenders,
(y) the Required Lenders shall have consented thereto on such additional terms
and conditions satisfactory to them and (z) such surviving entity shall have
delivered such opinions of counsel and such other documentation (including
revised Notes and evidence of good standing) as shall be reasonably requested by
the Administrative Agent or any Lender and (vi) in the case of a Significant

                                      -69-
<Page>

Acquisition or Significant Disposition, the Corporation shall have delivered an
officer's certificate (together with related calculations) to the Administrative
Agent demonstrating compliance with preceding clauses (i) and (ii); PROVIDED
HOWEVER, that no Alternate Currency Revolving Loan Borrower (other than the
Corporation) shall be permitted to merge or consolidate with the Corporation or
Sheraton, unless the Corporation is the surviving corporation of such merger or
consolidation.

          9.03 RESTRICTED PAYMENTS. No Borrower will, nor will any Borrower
permit any of its Subsidiaries to, authorize, declare or pay any Dividends,
except that:

          (i)     any Subsidiary of the Corporation may authorize, declare and
     pay cash Dividends to the Corporation or to any Wholly-Owned Subsidiary of
     the Corporation; and

          (ii)    the Corporation and any of its Subsidiaries may authorize,
     declare or pay Dividends from time to time (in addition to those permitted
     pursuant to preceding clause (i)), so long as (x) no Specified Default or
     Event of Default exists at the time of the respective authorization,
     declaration or payment or would exist immediately after giving effect
     thereto and (y) calculations are made by the Corporation establishing
     compliance with the financial covenants contained in Sections 9.05, 9.06
     and 9.08 for the Reference Period, on a PRO FORMA Basis (giving effect to
     the payment of the respective Dividend).

          9.04 SUBSIDIARY INDEBTEDNESS. The Corporation will not permit any of
its Subsidiaries to contract, create, incur, assume or suffer to exist any
Unsecured Indebtedness for borrowed money or any Contingent Obligations in
respect of such Indebtedness, except:

          (i)     Indebtedness incurred pursuant to this Agreement and the other
     Credit Documents;

          (ii)    Contingent Obligations of Sheraton (to the extent Sheraton
     remains a Guarantor) representing guaranties of Unsecured Indebtedness for
     borrowed money incurred by the Corporation after the Effective Date;

          (iii)   Scheduled Existing Indebtedness outstanding on the Initial
     Borrowing Date and listed on Schedule 7.17, including any subsequent
     extension, renewal or refinancing thereof ("REFINANCING INDEBTEDNESS"),
     PROVIDED that (I) the principal amount (or accreted value, if applicable)
     of such Refinancing Indebtedness does not exceed the principal amount (or
     accreted value, if applicable) of the Indebtedness so extended, renewed or
     refinanced (except to the extent any such incremental Refinancing
     Indebtedness is independently justified under (and applied as a utilization
     of the basket described in) Section 9.04(v) below); (II) such Refinancing
     Indebtedness has a weighted average life to maturity greater than or equal
     to the weighted average life to maturity of the Indebtedness so extended,
     renewed or refinanced; (III) if the Indebtedness being extended, renewed or
     refinanced is subordinated in right of payment to the Obligations under
     this Agreement, such Refinancing Indebtedness shall be subordinated in
     right of payment to such Obligations on terms at least as favorable to the
     Lenders as those contained in the documentation governing the Indebtedness
     being extended, renewed or

                                      -70-
<Page>

     refinanced; (IV) if the Indebtedness being extended, renewed or refinanced
     is Non-Recourse Indebtedness, the Refinancing Indebtedness shall be
     Non-Recourse Indebtedness; (V) no Refinancing Indebtedness shall have
     different obligors, or greater guarantees or security, than the
     Indebtedness being extended, renewed or refinanced ; and (VI) any Scheduled
     Existing Indebtedness constituting Intercompany Existing Indebtedness (and
     any Refinancing Indebtedness in respect thereof) owing (or incurred) by a
     Credit Party shall at all times be subject to the provisions of the
     Subordination Agreement as, and to the extent, required thereby;

          (iv)    any Subsidiary of the Corporation may incur intercompany loans
     from the Corporation or any other Subsidiary of the Corporation; PROVIDED
     that (x) any Subsidiary of the Corporation making any intercompany loan to
     any Credit Party pursuant to this clause (iv) shall have entered into the
     Subordination Agreement and (y) any intercompany loan incurred by a Credit
     Party pursuant to this clause (iv) shall at all times be subject to the
     provisions of the Subordination Agreement as, and to the extent, required
     thereby; and

          (v)     such additional Indebtedness not otherwise permitted pursuant
     to preceding clauses (i), (ii), (iii) and (iv) (such Indebtedness permitted
     by this clause (v), the "ADDITIONAL UNSECURED SUBSIDIARY INDEBTEDNESS"), so
     long as the sum of: (x) the aggregate outstanding amount of such Additional
     Unsecured Subsidiary Indebtedness (without duplication of any Contingent
     Obligation in respect of primary obligations constituting Additional
     Unsecured Subsidiary Indebtedness), PLUS (y) the aggregate amount of the
     SVO Debt (if any) which is recourse to the Corporation or any of its
     Subsidiaries (other than Starwood Vacation and its Subsidiaries), PLUS (z)
     the aggregate outstanding principal amount of Indebtedness secured by Liens
     incurred in reliance on Section 9.01(xv), does not exceed 5% of
     Consolidated Net Tangible Assets (determined as of the date of the most
     recent incurrence of such Indebtedness or Liens (or any increase thereof)
     by reference to the then most recent date for which the Corporation has
     delivered (or was required to deliver, if such delivery has not been made)
     its financial statements under Section 8.01(a) or (b), as applicable) at
     any time.

          9.05 CONSOLIDATED INTEREST COVERAGE RATIO. The Corporation will not
permit the Consolidated Interest Coverage Ratio for any Test Period ending
during a period described below to be less than the ratio set forth opposite
such period below:

<Table>
<Caption>
           Period                                                 Ratio
           -------                                                -----
           <S>                                                    <C>
           December 31, 2002-                                     2.50:1.00
           June 30, 2006

           After June 30, 2006                                    2.75:1.00
</Table>

          9.06 MAXIMUM CONSOLIDATED LEVERAGE RATIO. The Corporation will not
permit the Consolidated Leverage Ratio on the last day of any fiscal quarter set
forth below to be greater than the ratio set forth opposite such fiscal quarter
below:

                                      -71-
<Page>

<Table>
<Caption>
          Fiscal Quarter Ending                                 Ratio
          ---------------------                                 -----
          <S>                                                   <C>
          December 31, 2002                                     5.25:1.00
          March 31, 2003                                        5.25:1.00
          June 30, 2003                                         5.25:1.00

          September 30, 2003                                    5.00:1.00
          December 31, 2003                                     5.00:1.00

          March 31, 2004                                        4.75:1.00
          June 30, 2004                                         4.75:1.00

          Each fiscal quarter ending on or after                4.50:1.00
          September 30, 2004 and on or prior to
          June 30, 2006

          Each fiscal quarter ending after                      4.00:1.00
          June 30, 2006
</Table>

          9.07 BUSINESS. No Borrower will, nor will any Borrower permit any of
its Subsidiaries to, engage (directly or indirectly) in any business other than
the Hotel Business. Neither Starwood Vacation nor any of its Subsidiaries shall
(and no Borrower shall permit Starwood Vacation or any of its Subsidiaries to)
engage (directly or indirectly) in any business other than the Timeshare
Business.

          9.08 UNENCUMBERED EBITDA RATIO. The Corporation will not permit the
ratio of Encumbered EBITDA to Consolidated EBITDA for any Test Period to be
greater than 0.36:1.00.

          9.09 RESTRICTION ON INCURRENCE OF INTERCOMPANY DEBT, ETC. (a) No
Borrower will, nor will the Corporation permit any other Credit Party to,
contract, create, incur or suffer to exist any Intercompany Debt, unless (x) the
Subsidiary of the Corporation which is the obligee with respect to such
Intercompany Debt is a party to the Subordination Agreement and (y) such
Intercompany Debt (including, without limitation, the Intercompany Mortgage Note
and the Assigned Starwood Note) is subordinated in right of payment to the
Obligations of the respective Credit Party obligated with respect to such
Intercompany Debt as, and to the extent, required by the Subordination
Agreement.

          (b)     Notwithstanding anything to the contrary contained in this
Agreement, the Corporation will not permit Assigned Starwood Note LLC to create,
incur, assume or suffer to exist any Indebtedness.

          9.10 NO NEGATIVE PLEDGE. The Corporation shall not, and shall not
permit any Subsidiary to, enter into any agreement or arrangement that prohibits
or restricts the Corporation or any of its Subsidiaries from granting any Lien
in favor of the Lenders (or any collateral agent for the benefit of the Lenders)
other than (i) any ratable sharing of Liens provisions governing any of the
Senior Notes or any other senior Indebtedness permitted hereunder, in each case,
to the extent such provisions shall be satisfied by the granting of Liens
thereunder in favor of the Lenders and the holders of such other Indebtedness
(or any collateral agent on behalf of such

                                      -72-
<Page>

creditors), (ii) any prohibition created in connection with any Lien permitted
by Section 9.01 to the extent applicable only to the property subject to such
Lien and (iii) any such restriction contained in this Agreement.

          SECTION 10. EVENTS OF DEFAULT. Upon the occurrence of any of the
following specified events (each, an "EVENT OF DEFAULT"):

          10.01 PAYMENTS. Any Borrower shall (i) default in the payment when due
of any principal of (or any Face Amount of, as the case may be) any Loan or any
Note or (ii) default, and such default shall continue unremedied for two or more
Business Days, in the payment when due of any interest on any Loan or Note, any
Unpaid Drawing (or the interest thereon) or any Fees or any other amounts owing
hereunder or thereunder; or

          10.02 REPRESENTATIONS, ETC. Any representation, warranty or statement
made by any Credit Party herein or in any other Credit Document or in any
certificate delivered to any Agent or any Lender pursuant hereto or thereto
shall prove to be untrue in any material respect on the date as of which made or
deemed made; or

          10.03 COVENANTS. Any Credit Party shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(e)(i), 8.04 (but only to the extent arising from the failure of any
Credit Party to preserve and keep in full force and effect its existence), 8.07,
8.10 or 9 or (ii) default in the due performance or observance by it of any
other term, covenant or agreement contained in this Agreement or any other
Credit Document (other than those set forth in Sections 10.01 and 10.02 and
clause (i) of this Section 10.03) and such default as described in this clause
(ii) shall continue unremedied for a period of 30 days after written notice
thereof to any Borrower by the Administrative Agent or the Required Lenders; or

          10.04 DEFAULT UNDER OTHER AGREEMENTS. (i) Any Credit Party or any of
their Subsidiaries shall (x) default in any payment of any Indebtedness (other
than the Obligations and Non-Recourse Indebtedness) beyond the period of grace,
if any, provided in the instrument or agreement under which such Indebtedness
was created or (y) default in the observance or performance of any agreement or
condition relating to any Indebtedness (other than the Obligations and
Non-Recourse Indebtedness) or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause, without any further notice
(other than a notice of acceleration, if required) or any further lapse of time,
such Indebtedness to become due prior to its stated maturity, or (ii) any
Indebtedness (other than the Obligations and Non-Recourse Indebtedness) of any
Credit Party or any of their Subsidiaries shall be declared to be (or shall
become) due and payable, or required to be prepaid other than by a regularly
scheduled required prepayment, prior to the stated maturity thereof, PROVIDED
that it shall not be a Default or an Event of Default under this Section 10.04
unless the principal amount of any one issue of such Indebtedness, or the
aggregate principal amount of all such Indebtedness as described in preceding
clauses (i) and (ii) is at least $100,000,000 (or, in the case of currencies
other than Dollars, the Dollar Equivalent thereof); or

                                      -73-
<Page>

          10.05 BANKRUPTCY, ETC. Any Credit Party or any of its Subsidiaries
(excluding Insignificant Subsidiaries) shall commence a voluntary case
concerning itself under Title 11 of the United States Code entitled
"Bankruptcy," as now or hereafter in effect, or any successor thereto (the
"BANKRUPTCY CODE"); or an involuntary case is commenced against any Credit Party
or any of its Subsidiaries (excluding Insignificant Subsidiaries), and the
petition is not controverted within 10 days, or is not dismissed within 60 days,
after commencement of the case; or a custodian (as defined in the Bankruptcy
Code) is appointed for, or takes charge of, all or substantially all of the
property of any Credit Party or any of its Subsidiaries (excluding Insignificant
Subsidiaries), or any Credit Party or any of its Subsidiaries (excluding
Insignificant Subsidiaries) commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
bankruptcy, insolvency, receivership, administration, winding up or liquidation
or similar law of any jurisdiction whether now or hereafter in effect relating
to any Credit Party or any of its Subsidiaries (excluding Insignificant
Subsidiaries), or there is commenced against any Credit Party or any of its
Subsidiaries (excluding Insignificant Subsidiaries) any such proceeding under
any such law of any jurisdiction which remains undismissed for a period of 60
days, or any Credit Party or any of its Subsidiaries (excluding Insignificant
Subsidiaries) is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or any Credit
Party or any of its Subsidiaries (excluding Insignificant Subsidiaries) suffers
any appointment of any custodian, administrator, administrative receiver,
receiver, trustee or the like for it or any substantial part of its property to
continue undischarged or unstayed for a period of 60 days; or any Credit Party
or any of its Subsidiaries (excluding Insignificant Subsidiaries) makes a
general assignment for the benefit of creditors; or any corporate action is
taken by any Credit Party or any of its Subsidiaries (excluding Insignificant
Subsidiaries) for the purpose of effecting any of the foregoing; or

          10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
.67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days, any Plan which is
subject to Title IV of ERISA shall have had or is likely to have a trustee
appointed to administer such Plan, any Plan which is subject to Title IV of
ERISA is, shall have been or is likely to be terminated or to be the subject of
termination proceedings under ERISA, any Plan shall have an Unfunded Current
Liability, a contribution required to be made with respect to a Plan or a
Foreign Pension Plan has not been timely made, any Borrower or any Subsidiary of
any Borrower or any ERISA Affiliate has incurred or is likely to incur any
liability to or on account of a Plan under Section 409, 502(i), 502(l), 515,
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971
or 4975 of the Code or on account of a group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the
Code, or any Borrower or any Subsidiary of any Borrower has incurred or is
likely to incur liabilities pursuant to one or more employee welfare benefit
plans (as defined in Section 3(1) of ERISA) that provide benefits to retired
employees or other former employees (other than as

                                      -74-
<Page>

required by Section 601 of ERISA) or Plans or Foreign Pension Plans; (b) there
shall result from any such event or events the imposition of a lien, the
granting of a security interest, or a liability or a material risk of incurring
a liability; and (c) such lien, security interest or liability, individually,
and/or in the aggregate has had, or could reasonably be expected to have, a
Material Adverse Effect; or

          10.07 GUARANTIES. Except in accordance with the express terms of the
respective Guaranty, any Guaranty or any provision thereof shall cease to be in
full force or effect as to the relevant Guarantor, or any Guarantor or Person
acting by or on behalf of such Guarantor shall deny or disaffirm such
Guarantor's obligations under the relevant Guaranty, or any Guarantor shall
default in the due performance or observance of any term, covenant or agreement
on its part to be performed or observed pursuant to such Guaranty; or

          10.08 JUDGMENTS. One or more judgments or decrees shall be entered
against any Borrower or any Subsidiary of any Borrower involving in the
aggregate for the Borrowers and their Subsidiaries a liability (to the extent
not paid or covered by a reputable and solvent insurance company (with any
portion of any judgment or decree not so covered to be included in any
determination hereunder)) and such judgments and decrees either shall be final
and non-appealable or shall not be vacated, discharged or stayed or bonded
pending appeal for any period of 30 consecutive days, and the aggregate amount
of all such judgments exceeds $25,000,000 (or in the case of currencies other
than Dollars, the Dollar Equivalent thereof); or

          10.09 CHANGE OF CONTROL. A Change of Control shall occur;

          10.10 REIT STATUS. Starwood REIT shall cease, for any reason, to
maintain its status as a real estate investment trust under Sections 856 through
860 of the Code and such failure shall cause or give rise to a Material Adverse
Effect; or

          10.11 SUBORDINATION AGREEMENT. The Subordination Agreement or any
material provision thereof shall cease to be in full force or effect as to any
party thereto, or any party to the Subordination Agreement or Person acting by
or on behalf of such party shall deny or disaffirm such party's obligations
thereunder, or any party to the Subordination Agreement shall default in the due
performance or observance of any material term, covenant or agreement on its
part to be performed or observed pursuant thereto;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Lenders, shall by written notice to the Borrowers, take any or all
of the following actions, without prejudice to the rights of any Agent, any
Lender or the holder of any Note to enforce its claims against any Credit Party
(PROVIDED that, if an Event of Default specified in Section 10.05 shall occur
with respect to any Borrower, the result which would occur upon the giving of
written notice by the Administrative Agent as specified in clauses (i) and (ii)
below shall occur immediately and automatically without the giving of any such
notice): (i) declare the Total Commitment terminated, whereupon all Commitments
of each Lender shall forthwith terminate immediately and any Commitment
Commission shall forthwith become due and payable without any other notice of
any kind; (ii) declare the principal of, the Face Amount of and any accrued
interest in respect of all Loans and the Notes and all Obligations owing
hereunder (including Unpaid

                                      -75-
<Page>

Drawings) and thereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Credit Party; (iii) terminate any Letter
of Credit which may be terminated in accordance with its terms; (iv) direct the
relevant Borrowers to pay (and the relevant Borrowers agree that upon receipt of
such notice, or upon the occurrence of an Event of Default specified in Section
10.05 with respect to any Borrower, they will pay) to the Administrative Agent
at the appropriate Payment Office such additional amount of cash, to be held as
security by the Administrative Agent for the respective Borrower's reimbursement
obligations in respect of Letters of Credit then outstanding, as is equal to the
aggregate Stated Amount of all Letters of Credit then outstanding for the
account of such Borrower; (v) apply any cash collateral held pursuant to Section
4.02 to the repayment of the Obligations; and (vi) direct the appropriate
Alternate Currency Revolving Loan Borrowers to pay (and each Alternate Currency
Revolving Loan Borrower agrees that upon receipt of such notice, or upon the
occurrence of an Event of Default specified in Section 10.05 with respect to any
Borrower, it will pay) to the Administrative Agent (without duplication) all
amounts required to be paid pursuant to clause (j) of Schedule III.

          SECTION 11. DEFINITIONS AND ACCOUNTING TERMS.

          11.01 DEFINED TERMS. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

          "ABSOLUTE RATE" shall mean an interest rate (rounded to the nearest
.0001) expressed as a decimal.

          "ACCEPTANCE FEE" shall mean, in respect of a Bankers' Acceptance, a
fee calculated on the Face Amount of such Bankers' Acceptance at a rate per
annum equal to the Applicable Margin that would be payable with respect to a
Revolving Loan maintained as a Eurodollar Loan drawn on the Drawing Date of such
Bankers' Acceptance. Acceptance Fees shall be calculated on the basis of the
term to maturity of the Bankers' Acceptance and a year of 365 days.

          "ACQUISITION" shall mean the acquisition of all or any portion of the
assets (including Hotels) or all or any portion of the Capital Stock of any
Person.

          "ADDITIONAL SUBSIDIARIES GUARANTY" shall mean the guaranty of the
Additional Subsidiary Guarantors pursuant to Section 13.18(a).

          "ADDITIONAL SUBSIDIARY GUARANTOR" shall mean each Subsidiary of the
Corporation (other than Sheraton) party to the Existing Credit Agreement or the
Guaranty (as defined in the Existing Credit Agreement) immediately prior to the
consummation of the Transaction.

          "ADDITIONAL UNSECURED SUBSIDIARY INDEBTEDNESS" shall have the meaning
provided in Section 9.04.

          "ADJUSTMENT DATE" shall have the meaning provided in Section 1.18(b).

                                      -76-
<Page>

          "ADMINISTRATIVE AGENT" shall have the meaning provided in the first
paragraph of this Agreement.

          "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with, such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; PROVIDED that
beneficial ownership of 10% or more of the voting securities, of a Person shall
be deemed to be control.

          "AGENT" shall mean each of DB in its capacity as Administrative Agent,
and JPMorgan Chase Bank in its capacity as Syndication Agent; PROVIDED that (x)
for purposes of Section 12 and 13.01, the term "Agent" shall include DB (and any
of its affiliates) acting as agent and/or collateral agent under the Additional
Subsidiaries Guaranty and the Pledge and Security Agreement, as the case may be,
and with respect to its taking of any actions pursuant to Section 13.18 and (y)
for purposes of Section 12 (other than Section 12.09) and Section 13.01, the
term "Agent" shall include the Co-Documentation Agents and the Joint Lead
Arrangers.

          "AGGREGATE NON-ALTERNATE CURRENCY REVOLVING EXPOSURE" at any time
shall mean the sum of (i) the aggregate principal amount of all Dollar Revolving
Loans, Swingline Loans and Competitive Bid Loans then outstanding and (ii) the
aggregate amount of all Letter of Credit Outstandings at such time.

          "AGGREGATE REVOLVING CREDIT EXPOSURE" at any time means the sum of (i)
the aggregate principal amount of all Revolving Loans then outstanding (for this
purpose, (x) at all times prior to the occurrence of any Sharing Event and the
automatic conversion of Alternate Currency Revolving Loans to Dollar Revolving
Loans pursuant to Section 1.17, using the Dollar Equivalent of the principal
amount or Face Amount, as the case may be, of each Alternate Currency Revolving
Loan then outstanding and (y) at all times after any occurrence as described in
preceding clause (x), giving effect to the conversions to Dollar obligations
required by Section 1.17), PLUS (ii) the aggregate principal amount of all
Swingline Loans and Competitive Bid Loans then outstanding PLUS (iii) the
aggregate amount of all Letter of Credit Outstandings at such time.

          "AGREEMENT" shall mean this Credit Agreement, as modified,
supplemented or amended (including any amendment and restatement hereof) from
time to time.

          "ALTERNATE CURRENCY" shall mean each of Canadian Dollars, Euros and
Pounds Sterling.

          "ALTERNATE CURRENCY EQUIVALENT" shall mean the Canadian Dollar
Equivalent, Euro Equivalent or Sterling Equivalent, as the case may be.

          "ALTERNATE CURRENCY LENDER" shall mean (i) each Lender listed on
Schedule I-B, and (ii) each additional Person that becomes an Alternate Currency
Lender party hereto in accordance with Section 1.14, 13.04(b) or 13.12(d). An
Alternate Currency Lender shall cease to be an "Alternate Currency Lender" when
it has assigned all of its Alternate Currency

                                      -77-
<Page>

Revolving Loan Sub-Commitments in accordance with Section 1.14 and/or 13.04(b)
or when it shall have terminated all of its Alternate Currency Revolving Loan
Sub-Commitments (and all of the Alternate Currency Revolving Loans and related
Obligations owing to such Lender shall have been paid in full) in accordance
with the requirements of Section 13.12(e). For purposes of this Agreement, (x)
unless the context otherwise indicates, each reference to an Alternate Currency
Lender which has one or more affiliates which act as an Alternate Currency
Lender with respect to one or more other Alternate Currencies shall include such
affiliate or affiliates and (y) the terms "Lender" and "RL Lender" include each
Alternate Currency Lender unless the context otherwise requires.

          "ALTERNATE CURRENCY REVOLVING LOAN" shall have the meaning provided in
Section 1.01(b).

          "ALTERNATE CURRENCY REVOLVING LOAN BORROWER" shall mean (i) the
Corporation and (ii) any Wholly-Owned Foreign Subsidiary of the Corporation that
is found acceptable to, and approved in writing by, the Administrative Agent. It
is understood and agreed that, in approving any Alternate Currency Revolving
Loan Borrower, the Administrative Agent may restrict the Borrowings by such
Alternate Currency Revolving Loan Borrower to less than all of the Alternate
Currencies, in which case such Person shall constitute an Alternate Currency
Revolving Loan Borrower with respect to only those Alternate Currencies as have
been so approved by the Administrative Agent.

          "ALTERNATE CURRENCY REVOLVING LOAN SUB-COMMITMENT" means, as to any
Alternate Currency Lender, the Pounds Sterling Revolving Loan Sub-Commitment,
the Canadian Dollar Revolving Loan Sub-Commitment and/or the Euro Revolving Loan
Sub-Commitment, as appropriate, of the respective Alternate Currency Lender.

          "ALTERNATE CURRENCY RL PERCENTAGE" of any Lender at any time shall
mean, with respect to a given Alternate Currency, a fraction (expressed as a
percentage) the numerator of which is the Alternate Currency Revolving Loan
Sub-Commitment of such Alternate Currency Lender with respect to such Alternate
Currency at such time and the denominator of which is the aggregate amount of
Alternate Currency Revolving Loan Sub-Commitments of all Alternate Currency
Lenders with respect to such Alternate Currency at such time.

          "APPLICABLE COMMITMENT COMMISSION PERCENTAGE" shall mean, for any day,
(i) if the Total Unutilized Revolving Loan Commitment in effect on such day is
greater than 66% of the Total Revolving Loan Commitment as in effect on such
day, 0.350%, (ii) if the Total Unutilized Revolving Loan Commitment in effect on
such day is (x) greater than 33% of the Total Revolving Loan Commitment as in
effect on such day and (y) equal to or less than 66% of the Total Revolving Loan
Commitment as in effect on such day, 0.300%, and (iii) if the Total Unutilized
Revolving Loan Commitment in effect on such day is equal to or less than 33% of
the Total Revolving Loan Commitment as in effect on such day, 0.250%. For
purposes of this definition, the Total Unutilized Revolving Loan Commitment and
the Total Revolving Loan Commitment as in effect on any day shall be determined
as at 4:00 P.M. (New York time) on such day.

                                      -78-
<Page>

          "APPLICABLE CURRENCY" shall mean, with respect to any Obligations,
Dollars or, to the extent relating to Alternate Currency Loans, the respective
Alternate Currency, in which the respective Loans or related amounts are
denominated; PROVIDED that in the event Loans maintained in, and Unpaid Drawings
owed in, an Alternate Currency are converted into Loans maintained in, or Unpaid
Drawings owing in, Dollars under the circumstances contemplated by Section 1.17,
the Applicable Currency with respect to such Loans and Unpaid Drawings shall be
Dollars.

          "APPLICABLE MARGIN" shall mean, from and after any Start Date to and
including the corresponding End Date, the respective percentage per annum set
forth below under the respective Type of Loans and opposite the respective Level
(i.e., Level 1, Level 2, Level 3, Level 4, Level 5, Level 6, Level 7, Level 8 or
Level 9, as the case may be) indicated to have been achieved on the applicable
Test Date for such Start Date (as adjusted in accordance with subclauses (B) and
(C) of the immediately succeeding proviso and as set forth in the respective
officer's certificate delivered pursuant to Section 8.01(d)):

<Table>
<Caption>
                                                                              Base Rate Loan
                                                                               and Canadian
                             Unsecured Debt            Euro Rate Loan         Prime Rate Loan
          Level                  Rating                    Margin                 Margin
     ----------------- ------------------------ ------------------------ ------------------------
            <S>             <C>                          <C>                      <C>
            1               BBB+ or Baa1                 0.750%                   0.000%
     ----------------- ------------------------ ------------------------ ------------------------
            2               BBB and Baa2                 0.875%                   0.000%
     ----------------- ------------------------ ------------------------ ------------------------
            3               BBB or Baa2                  1.000%                   0.000%
     ----------------- ------------------------ ------------------------ ------------------------
            4               BBB- and Baa3                1.125%                   0.125%
     ----------------- ------------------------ ------------------------ ------------------------
            5               BBB- or Baa3                 1.250%                   0.250%
     ----------------- ------------------------ ------------------------ ------------------------
</Table>

; PROVIDED that (A) for purposes of any determination pursuant to the preceding
table, if there is a split-rating of the Corporation's long-term unsecured debt
by the Rating Agencies, and the split is of two or more levels (treating pluses,
minuses and the absence thereof as separate levels), then the higher Unsecured
Debt Rating from the respective Rating Agency shall be deemed for purposes
hereof to be one level below the higher Unsecured Debt Rating actually in
existence, (B) if the Consolidated Leverage Ratio set forth on the officer's
certificate most recently delivered (or required to be delivered) pursuant to
Section 8.01(d) is less than 3.50:1.0 but greater than or equal to 2.50:1.0,
then the Applicable Margins in effect according to the preceding table shall be
reduced (but not below 0%) by 0.100%, (C) if the Consolidated Leverage Ratio set
forth on the officer's certificate most recently delivered (or required to be
delivered) pursuant to Section 8.01(d) is less than 2.50:1.0, then the
Applicable Margins in effect according to the preceding table shall be reduced
(but not below 0%) by 0.175% and (D) if (x) the Consolidated Leverage Ratio set
forth on the officer's certificate most recently delivered (or required to be
delivered) pursuant to Section 8.01(d) is equal to or greater than 4.00:1.0 or
(y) none of the Levels 1 through 5 of the preceding table are applicable, then
the Applicable Margin shall be determined in accordance with the table set forth
below:

                                      -79-
<Page>

<Table>
<Caption>
                                                                              Base Rate Loan
                                                                               and Canadian
                             Consolidated            Euro Rate Loan           Prime Rate Loan
          Level             Leverage Ratio               Margin                   Margin
     ----------------- ------------------------ ------------------------ ------------------------
            <S>        <C>                            <C>                       <C>
            6          LESS THAN 4.50                 1.250%                    0.250%
     ----------------- ------------------------ ------------------------ ------------------------
            7          GREATER THAN OR EQUAL          1.500%                    0.500%
                       TO 4.50, LESS THAN 5.00
     ----------------- ------------------------ ------------------------ ------------------------
            8          GREATER THAN OR EQUAL          1.625%                    0.625%
                       TO 5.00, LESS THAN 5.50
     ----------------- ------------------------ ------------------------ ------------------------
            9          GREATER THAN OR EQUAL          1.875%                    0.875%
                       TO 5.50x
      ----------------- ----------------------- ------------------------ ------------------------
</Table>

; PROVIDED, HOWEVER, that notwithstanding anything to the contrary contained
above, (x) if the Corporation fails to deliver the financial statements required
to be delivered pursuant to Section 8.01(a) or (b) (accompanied by the officer's
certificates required by Section 8.01(d) showing the applicable Consolidated
Leverage Ratio and Unsecured Debt Ratings on the relevant Test Date) on or prior
to the respective date required by such Sections, then Level 9 Pricing shall
apply until such time, if any, as the financial statements required as set forth
above and the accompanying officer's certificates have been delivered showing
that the pricing for the respective Margin Adjustment Period is at a Level which
is less than Level 9 (it being understood that, in the case of any late delivery
of the financial statements and officer's certificates as so required, the
reduced Applicable Margin, if any, shall apply only from and after the date of
the delivery of the complying financial statements and officer's certificates),
(y) subject to clause (z) below, for the period from the Effective Date to but
not including the earlier to occur of (i) April 10, 2003 and (ii) the first
Start Date after the Corporation's fiscal quarter ended December 31, 2002, Level
8 shall be applicable and (z) Level 9 pricing shall apply at all times when any
Specified Default or any Event of Default exists.

          "ASSETS" means, with respect to any Person, all assets of such Person
that would, in accordance with GAAP, be classified as assets of a company
conducting a business the same as or similar to that of such Person, including
without limitation, all hotels, mortgage loans, management agreements, franchise
agreements, representation agreements, undeveloped land, joint ventures, hotel
construction and available cash balances.

          "ASSET SALE" shall mean any sale, transfer or other disposition by any
Borrower or any of its Subsidiaries to any Person other than any Borrower or any
Wholly-Owned Subsidiary of any Borrower of any Asset (including, without
limitation, any Capital Stock or other securities of another Person, but
excluding the sale by the Corporation of its own Capital Stock) of such Borrower
or such Subsidiary other than (i) sales, transfers or other dispositions of
inventory made in the ordinary course of business and (ii) any single sale of
assets (or series of related sales of assets) which generates gross sale
proceeds of less than $5,000,000.

          "ASSIGNED STARWOOD NOTE" shall mean subordinated promissory notes
issued by the Corporation in the aggregate principal amount of
$2,133,410,843.00, and held by the Assigned Starwood Note LLC, which promissory
notes shall be in the form delivered to the Agents and the Lenders prior to the
Initial Borrowing Date.

          "ASSIGNED STARWOOD NOTE LLC" shall mean WD Investments, L.L.C. which
is a limited liability company organized under the laws of the State of Delaware
(i) the non-member

                                      -80-
<Page>

manager of which is Sheraton and (ii) the 100% member of which is WD Parent,
Inc., a Delaware corporation and a Wholly-Owned Subsidiary of Sheraton.

          "ASSIGNMENT AND ASSUMPTION AGREEMENT" shall mean the Assignment and
Assumption Agreement substantially in the form of Exhibit K (appropriately
completed).

          "AUTHORIZED OFFICER" of any Credit Party shall mean any of the
President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
any Vice-President, the Secretary or any Assistant Secretary of such Credit
Party or any other officer of such Credit Party which is designated in writing
to the Administrative Agent and each Issuing Bank by any of the foregoing
officers of such Credit Party as being authorized to give such notices under
this Agreement.

          "BA DISCOUNT PROCEEDS" shall mean, in respect of any Bankers'
Acceptance to be purchased by an Alternate Currency Revolving Lender on any date
pursuant to Section 1.01 and Schedule III hereto, an amount rounded to the
nearest whole Canadian cent, and with one-half of one Canadian cent being
rounded up, calculated on such day by dividing:

          (a)     the Face Amount of such Banker's Acceptance; by

          (b)     the sum of one plus the product of:

                  (i)   the respective Alternate Currency Revolving Lender's
          Discount Rate (expressed as a decimal) applicable to such Bankers'
          Acceptance; and

                  (ii)  a fraction, the numerator of which is the number of days
          in the term of maturity of such Banker's Acceptance and the
          denominator of which is 365;

          with such product being rounded up or down to the fifth decimal place
          and .000005 being rounded up.

          "BANK INFORMATION MEMORANDUM" shall mean the Information Memorandum,
dated July 2002, distributed to the Lenders prior to the Effective Date.

          "BANKERS' ACCEPTANCE" shall mean a Draft accepted by an Alternate
Currency Lender pursuant to Section 1.01(b) and Schedule III hereto.

          "BANKERS' ACCEPTANCE LOANS" shall mean the creation and discount of
Bankers' Acceptances as contemplated in Section 1.01(b) and Schedule III hereto.

          "BANKRUPTCY CODE" shall have the meaning provided in Section 10.05.

          "BASE RATE" at any time shall mean the higher of (i) 1/2 of 1% in
excess of the overnight Federal Funds Rate and (ii) the Prime Lending Rate.

          "BASE RATE LOAN" shall mean each Dollar Loan designated or deemed
designated as such by the respective Borrower at the time of the incurrence
thereof or conversion thereto.

          "BENEFITTED LENDER" shall have the meaning provided in Section
13.06(b).

                                      -81-
<Page>

          "BIDDER RL LENDER" shall mean each RL Lender that has informed the
Administrative Agent and the Corporation in writing (which has not been
retracted) that such RL Lender desires to participate generally in the bidding
arrangements relating to Competitive Bid Borrowings.

          "BORROWERS" shall mean and include (i) the Corporation and (ii) all
Alternate Currency Revolving Loan Borrowers.

          "BORROWING" shall mean (i) the borrowing by a Borrower of one Type of
Loan of a single Tranche from all the Lenders having Commitments of the
respective Tranche on a given date (or resulting from a conversion or
conversions on such date) having in the case of Euro Rate Loans the same
Interest Period, PROVIDED that (x) Base Rate Loans incurred pursuant to Section
1.11(b) shall be considered part of the related Borrowing of Eurodollar Loans
and (y) any Incremental Term Loans incurred pursuant to Section 1.01(f) shall be
considered part of the related Borrowing of the then outstanding Initial Term
Loans to which such Incremental Term Loans are added pursuant to Section
1.19(c), and (ii) a Competitive Bid Borrowing.

          "BUSINESS DAY" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day except Saturday, Sunday and any day which shall be
in New York City a legal holiday or a day on which banking institutions are
authorized or required by law or other government action to close and (ii) with
respect to all notices and determinations in connection with, and payments of
principal and interest on, Euro Rate Loans, any day which is a Business Day
described in clause (i) above and which is also (A) a day for trading by and
between banks in Dollar deposits in the relevant interbank market and (B) in
relation to any payment in (x) Euros, a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open
and (y) Pounds Sterling, a day on which banks are ordinarily open for the
transaction of business in the United Kingdom.

          "CANADIAN DOLLAR EQUIVALENT" shall mean, at any time for the
determination thereof, the amount of Canadian Dollars which could be purchased
with the amount of Dollars involved in such computation at the spot rate of
exchange therefor as quoted by the Administrative Agent as of 11:00 A.M. (New
York time) on the date two Business Days prior to the date of any determination
thereof for purchase on such date (or, in the case of any determination pursuant
to Section 1.17 or 13.16 or Section 18 of the Sheraton Guaranty, on the date of
determination).

          "CANADIAN DOLLAR REVOLVING LOAN SUB-COMMITMENT" means, as to any
Alternate Currency Lender, the amount, if any, set forth opposite such Alternate
Currency Lender's name in Schedule I-B directly below the column entitled
"Canadian Dollar Revolving Loan Sub-Commitment," as same may be (x) reduced from
time to time pursuant to Sections 1.17, 1.18, 3.02, 3.03, 10 and/or 13.12(e),
(y) increased from time to time pursuant to Section 13.12(d) or (z) adjusted
from time to time as a result of assignments to or from such Lender pursuant to
Section 1.14 or 13.04(b). The Canadian Dollar Revolving Loan Sub-Commitment of
each Alternate Currency Lender is a sub-limit of the Revolving Loan Commitment
of the respective Alternate Currency Lender (or its respective affiliate which
is a Lender with the related Revolving Loan Commitment) and not an additional
commitment and, in no event, may exceed at any time, when added to the Pounds
Sterling Revolving Loan Sub-Commitment, the Euro Revolving Loan Sub-Commitment

                                      -82-
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and the Non-Alternate Currency Revolving Loan Sub-Commitment of the respective
Alternate Currency Lender (or its respective affiliates), the Revolving Loan
Commitment of such Alternate Currency Lender (or its respective affiliate which
is a Lender with the related Revolving Loan Commitment).

          "CANADIAN DOLLAR REVOLVING LOANS" shall mean each Alternate Currency
Revolving Loan denominated in Canadian Dollars at the time of the incurrence
thereof (including Bankers' Acceptance Loans).

          "CANADIAN DOLLAR REVOLVING NOTES" shall have the meaning provided in
Section 1.06(a).

          "CANADIAN DOLLARS" and "CDN" shall mean freely and transferable lawful
money of Canada (expressed in Canadian Dollars).

          "CANADIAN PRIME RATE" means, at any time, the greater of (i) the per
annum rate of interest quoted, published and commonly known as the "prime rate"
of Deutsche Bank AG, Canada Branch which Deutsche Bank AG, Canada Branch
establishes at its main office in Toronto, Ontario as the reference rate of
interest in order to determine interest rates for loans in Canadian Dollars to
its Canadian borrowers, adjusted automatically with each quoted or published
change in such rate, all without necessity of any notice to any Borrower or any
other Person and (ii) the sum of (x) the average of the rates per annum for
Canadian Dollar bankers' acceptances having a term of 30 days that appears on
the Reuters Screen CDOR Page as of 10:00 a.m. (Toronto time) on the date of
determination, as reported by Deutsche Bank AG, Canada Branch (and if such
screen is not available, any successor or similar services may be selected by
Deutsche Bank AG, Canada Branch, and (y) 0.75%.

          "CANADIAN PRIME RATE LOANS" shall mean any Canadian Dollar Revolving
Loan designated or deemed designated as such by the respective Alternate
Currency Revolving Loan Borrower at the time of the incurrence thereof or
conversion thereto.

          "CAPITALIZED LEASE OBLIGATIONS" of any Person shall mean all rental
obligations which are or will be required to be capitalized on the books of such
Person, in each case taken at the amount thereof accounted for as indebtedness
in accordance with GAAP.

          "CAPITAL STOCK" of any Person shall mean any and all shares,
interests, rights to purchase, warrants, options, participation or other
equivalents of or interests in (however designated) equity of such Person,
including any preferred stock, any limited or general partnership interest and
any limited liability company membership interest.

          "CASH EQUIVALENTS" means (i) Dollars and any Alternate Currency, (ii)
securities issued or directly fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (PROVIDED that the full
faith and credit of the United States is pledged in support thereof) having
maturities of not more than six months from the date of acquisition, (iii)
certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case
with any domestic commercial bank or commercial bank of a foreign country
recognized by the United States, in each case having capital and surplus in
excess of

                                      -83-
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$500 million (or the foreign currency equivalent thereof) and has outstanding
debt which is rated "A" (or similar equivalent thereof) or higher by at least
one nationally recognized statistical rating organization (as defined under Rule
436 under the Securities Act) or any money-market fund sponsored by a registered
broker dealer or mutual fund distributor, (iv) repurchase obligations with a
term of not more than seven days for underlying securities of the types
described in clauses (ii) and (iii) above entered into with any financial
institution meeting the qualifications specified in clause (iii) above and (v)
commercial paper having one of the two highest ratings obtainable from Moody's
or S&P and in each case maturing within six months after the date of
acquisition.

          "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. Section 9601 ET SEQ.

          "CHANGE OF CONTROL" shall mean the occurrence of any of the following
events: (i) any merger or consolidation of the Corporation with or into any
Person or any sale, transfer or other conveyance, whether direct or indirect, of
all or substantially all of the assets of the Corporation, on a consolidated
basis, in one transaction or a series of related transactions, if, immediately
after giving effect to such transaction, any Person or group of Persons (within
the meaning of Section 13 or 14 of the Securities Exchange Act) is or becomes
the beneficial owner (within the meaning of Rule 13d-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act) of the
Capital Stock representing a majority of the total voting power of the aggregate
outstanding securities of the transferee or surviving entity normally entitled
to vote in the election of directors, managers, or trustees, as applicable, of
the transferee or surviving entity, (ii) any Person or group of Persons (within
the meaning of Section 13 or 14 of the Securities Exchange Act) is or becomes
the beneficial owner (within the meaning of Rule 13d-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act) of the
Capital Stock representing a majority of total voting power of the aggregate
outstanding Capital Stock of the Corporation normally entitled to vote in the
election of directors of the Corporation, (iii) during any period of 12
consecutive calendar months, individuals who were directors of the Corporation
on the first day of such period (together with any new directors whose election
by the board of directors of the Corporation or whose nomination for election by
the stockholders of the Corporation was approved by a vote of a majority of the
directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the board of
directors of the Corporation, or (iv) the sale or disposition, whether directly
or indirectly, by the Corporation and/or its Subsidiaries (whether pursuant to a
single transaction or series of related transaction) of tangible assets
representing more than 25% of the Consolidated Net Tangible Assets (determined
as of June 30, 2002).

          "CIGA EURO LOAN AGREEMENT" shall mean that certain loan agreement,
dated as of December 17, 2001, among Credit Lyonnais, certain other lenders
party thereto and Starwood Italia, together with the related documents thereto
(including, without limitation, any guarantee agreements and security
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from time
to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder or

                                      -84-
<Page>

adding new or additional borrowers or guarantors thereunder) all or any portion
of the Indebtedness under such agreement or any successor or replacement
agreement and whether by the same or any other agent, lender or group of
lenders.

          "CLASS A EXCHANGEABLE PREFERRED SHARES" shall mean the Class A
Exchangeable Preferred Shares, $.01 par value per share, of Starwood REIT.

          "CLASS B EXCHANGEABLE PREFERRED SHARES" shall mean Starwood REIT's
Class B Exchangeable Preferred shares, $.01 par value per share, having a
liquidation preference of $38.50 per share.

          "CLASS B SHARES" shall mean the Class B Shares of Starwood REIT, $0.01
par value per share, which shares shall in any event and in all cases provide
that same shall, at the option of the Corporation at any time when one or more
material Events of Default (pursuant to this Credit Agreement or certain other
material Indebtedness) have continued in existence beyond certain cure periods
to be determined, be mandatorily exchangeable for common stock of the
Corporation.

          "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement and any subsequent provisions of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

          "CO-DOCUMENTATION AGENTS" shall have the meaning provided in the first
paragraph of this Agreement.

          "COLLATERAL" shall have the meaning provided in the Pledge and
Security Agreement.

          "COLLATERAL AND GUARANTY RELEASE" shall have the meaning provided in
Section 13.18(b).

          "COMMITMENT" shall mean any of the commitments of any Lender, i.e.,
whether, the Initial Term Loan Commitment, the Incremental Term Loan Commitment
or the Revolving Loan Commitment of such Lender.

          "COMMITMENT COMMISSION" shall have the meaning provided in Section
3.01(a).

          "COMPETITIVE BID BORROWING" shall mean each borrowing of any
Competitive Bid Loan.

          "COMPETITIVE BID LOAN" shall have the meaning provided in Section
1.01(e).

          "COMPETITIVE BID LOAN MATURITY DATE" shall have the meaning provided
in Section 1.04(a).

          "COMPETITIVE BID NOTES" shall have the meaning provided in Section
1.06(a).

                                      -85-
<Page>

          "CONSOLIDATED EBITDA" shall mean, for any period, Consolidated Net
Income for such period, adjusted by (x) adding thereto (i) to the extent
actually deducted in determining said Consolidated Net Income, consolidated
interest expense and provision for taxes for such period (excluding, however,
for avoidance of doubt, consolidated interest expense and taxes attributable to
Unconsolidated Joint Ventures of the Corporation and any of its Subsidiaries),
(ii) the amount of all amortization of intangibles and depreciation that were
deducted determining Consolidated Net Income for such period (including in any
event (and regardless of any contrary treatment under GAAP) the PRO RATA share
of depreciation and amortization of Unconsolidated Joint Ventures of the
Corporation and its Subsidiaries), and (iii) any non-recurring non-cash charges
in such period to the extent that (A) such non-cash charges do not give rise to
a liability that would be required to be reflected on the consolidated balance
sheet of the Corporation (and so long as no cash payments or cash expenses will
be associated therewith (whether in the current period or for any future
period)) and (B) same were deducted in determining Consolidated Net Income for
such period, and (y) subtracting therefrom, to the extent included in
determining Consolidated Net Income for such period, the amount of non-recurring
non-cash gains during such period; PROVIDED that (I) Consolidated EBITDA shall
be determined without giving effect to any extraordinary gains or losses
(including any taxes attributable to any such extraordinary gains or losses) or
gains or losses (including any taxes attributable to such gains or losses) from
sales of assets other than from sales of inventory (excluding Real Property) in
the ordinary course of business and (II) to the extent any calculation pursuant
to this Agreement is to be made on a PRO FORMA Basis (for events other than the
occurrence of the Transaction), such Consolidated EBITDA shall be further
adjusted as provided in the definition of PRO FORMA Basis for transactions
occurring after the Initial Borrowing Date.

          "CONSOLIDATED INDEBTEDNESS" shall mean, at any time, the sum of
(without duplication) (i) all indebtedness (including principal, interest, fees
and charges) of the Corporation and its Subsidiaries for borrowed money
(including obligations evidenced by bonds, notes or similar instruments) and for
the deferred purchase price of property or services (excluding ordinary payable
and accrued expenses), (ii) the aggregate amount of all Capitalized Lease
Obligations of the Corporation and its Subsidiaries, (iii) all Indebtedness of
the types described in clause (i), (ii), (iv), or (v) of this definition secured
by any Lien on any property owned by the Corporation or any of its Subsidiaries,
whether or not such Indebtedness has been assumed by such Person (PROVIDED that,
if the Person has not assumed or otherwise become liable in respect of such
Indebtedness, such Indebtedness shall be deemed to be in an amount equal to the
fair market value of the property to which such Lien relates as determined in
good faith by such Person), (iv) all Contingent Obligations of the Corporation
or any of its Subsidiaries (regardless of any contrary treatment under GAAP),
and (v) all Indebtedness of the Corporation and its Subsidiaries of the type
described in clauses (ii) and (vii) of the definition of Indebtedness contained
herein; PROVIDED that for purposes of this definition, (w) the amount of
Indebtedness in respect of Interest Rate Protection Agreements and Other Hedging
Agreements included pursuant to preceding clause (v) shall be at any time
(regardless of any contrary treatment under GAAP) the Net Termination Value of
all such Interest Rate Protection Agreements and Other Hedging Agreements, (x)
the maximum amount available to be drawn under all letters of credit issued for
the account of the Corporation or any of its Subsidiaries shall be included in
any calculation of Consolidated Indebtedness pursuant to preceding clause (v)
only to the extent such Indebtedness exceeds $100,000,000, (y) any Disqualified
Preferred Stock of the Corporation issued after the Effective Date and any
Preferred Stock of any of its

                                      -86-
<Page>

Subsidiaries issued after the Effective Date shall be treated as Indebtedness,
with an amount equal to the greater of the liquidation preference or the maximum
mandatory fixed repurchase price of any such outstanding Preferred Stock deemed
to be a component of Consolidated Indebtedness and (z) the maximum amount of
Indebtedness at any time outstanding as described in the last sentence of the
definition of Indebtedness contained herein shall be added to, and form part of,
Consolidated Indebtedness (regardless of any contrary treatment under GAAP).

          "CONSOLIDATED INTEREST COVERAGE RATIO" shall mean, for any period, the
ratio of (x) Consolidated EBITDA for such period to (y) Consolidated Interest
Expense for such period.

          "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, the total
consolidated interest expense of the Corporation and its Subsidiaries for such
period (in each case calculated without regard to any limitations on the payment
thereof) PLUS, without duplication, (i) that portion of Capitalized Lease
Obligations of the Corporation and its Subsidiaries representing the interest
factor for such period PLUS (ii) the product of (x) the amount of all cash
Dividend requirements (whether or not declared or paid) on Disqualified
Preferred Stock of the Corporation issued after the Effective Date and on any
Preferred Stock of any of its Subsidiaries issued after the Effective Date paid,
accrued or scheduled to paid or accrued during such period multiplied by (y) a
fraction, the numerator of which is one and the denominator of which is one
minus the then current effective consolidated Federal, state, local and foreign
tax rate (expressed as a decimal number between one and zero) of the Corporation
as reflected in the audited consolidated financial statements of the Corporation
for its most recently completed Fiscal Year, which amounts described in
preceding clause (ii) shall be treated as interest expense of the Corporation
and its Subsidiaries for purposes of this definition regardless of the treatment
of such amounts under GAAP; PROVIDED that the amortization of deferred financing
costs with respect to this Agreement and the Senior Notes shall be excluded from
Consolidated Interest Expense to the extent the same would otherwise have been
included therein.

          "CONSOLIDATED LEVERAGE RATIO" shall mean, at any time, the ratio of
Consolidated Indebtedness at such time to Consolidated EBITDA for the then most
recently ended Test Period; PROVIDED that to the extent any Acquisition or any
Asset Sale has occurred after the Initial Borrowing Date and during the relevant
Test Period, Consolidated EBITDA shall be determined for the respective Test
Period on a PRO FORMA Basis for such occurrences.

          "CONSOLIDATED NET INCOME" shall mean, for any period, the consolidated
net income (or loss) of the Corporation for such period; PROVIDED that (without
duplication of exclusions) (i) to the extent that Consolidated Net Income does
not reflect net income (or loss) attributable to minority interests in
Consolidated Subsidiaries that are not Wholly-Owned Subsidiaries of the
Corporation, Consolidated Net Income shall (subject to succeeding clause (ii) of
this proviso) be increased or decreased, as the case may be, by the amount of
net income (or loss) attributable to such minority interests, (ii) the net
income of any Subsidiary of the Corporation and any Unconsolidated Joint Venture
of the Corporation or any of its Subsidiaries (to the extent otherwise included
in determining Consolidated Net Income) shall be excluded to the extent that the
declaration or payment of dividends and distributions by such Subsidiary or
Unconsolidated Joint Venture, as the case may be, of net income is not permitted
at the date of determination without any prior governmental approval (that has
not been obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment,

                                      -87-
<Page>

decree, order, statute, rule or governmental regulation applicable to that
Subsidiary or Unconsolidated Joint Venture or their respective equityholders, as
applicable, and (iii) except for determinations expressly required to be made on
a PRO FORMA Basis, the net income (or loss) of any Person accrued prior to the
date it becomes a Subsidiary or an Unconsolidated Joint Venture of the
Corporation or any of its Subsidiaries, or all or substantially all of the
property or assets of such Person are acquired by a Subsidiary or an
Unconsolidated Joint Venture of the Corporation or any of its Subsidiaries,
shall be excluded from such determination.

          "CONSOLIDATED NET TANGIBLE ASSETS" shall mean, at any time, the total
consolidated assets of the Corporation and its Subsidiaries as same would be
shown on a consolidated balance sheet of the Corporation prepared in accordance
with GAAP, PROVIDED that all intangible assets (including good will) shall be
excluded in making such determination.

          "CONSOLIDATED SUBSIDIARY" shall mean, with respect to any Person, at
any date, any Subsidiary of such Person, whose financial results would be
consolidated in the financial statements of such Person in accordance with GAAP,
if such statements were prepared as of such date.

          "CONTINGENT OBLIGATION" shall mean, as to any Person, any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (ii) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (iv) otherwise to assure or hold harmless the holder
of such primary obligation against loss in respect thereof; PROVIDED, HOWEVER,
that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business.
Anything herein to the contrary notwithstanding, no agreement entered into by
the Corporation or any of its Subsidiaries with respect to its acquisition of
any direct or indirect interest in any Hotel (including any Real Property or
Leasehold comprising a facility used in connection with the Timeshare Business),
shall prior to the satisfaction in full of all conditions precedent to the
obligations of such Person pursuant to the agreement, be deemed or construed to
constitute a "Contingent Obligation" or "Indebtedness" of such Person hereunder,
PROVIDED that pursuant to any such agreement, neither the Corporation nor any of
its Subsidiaries is liable or responsible for and does not assume any
development or construction risks. The amount of any Contingent Obligation shall
be deemed to be an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Contingent Obligation is made or, if
not stated or determinable, the maximum reasonably anticipated liability in
respect thereof (assuming such Person is required to perform thereunder) as
determined by such Person in good faith.

          "CONTRACTUAL OBLIGATION" of any Person means any obligation,
agreement, undertaking or similar provision of any security issued by such
Person or of any agreement (including, without limitation, any management or
franchise agreement), undertaking, contract, lease,

                                      -88-
<Page>

indenture, mortgage, deed of trust or other instrument (excluding a Credit
Document) to which such Person is a party or by which it or any of its property
is bound or to which any of its properties is subject.

          "CORPORATION" shall have the meaning provided in the first paragraph
of this Agreement.

          "CORPORATION GUARANTY" shall mean the guaranty of the Corporation
pursuant to Section 14.

          "CREDIT DOCUMENTS" shall mean this Agreement, each Letter of Credit,
each Guaranty and, after the execution and delivery thereof pursuant to the
terms of this Agreement, each Note, each Bankers' Acceptance, the Subordination
Agreement, each Incremental Term Loan Commitment Agreement and each Incremental
Revolving Loan Commitment Agreement.

          "CREDIT EVENT" shall mean the making of any Loan or the issuance of
any Letter of Credit.

          "CREDIT PARTY" shall mean each Borrower and each Guarantor.

          "DB" shall mean Deutsche Bank AG, New York Branch in its individual
capacity.

          "DEFAULT" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

          "DEFAULTING LENDER" shall mean any Lender with respect to which a
Lender Default is in effect.

          "DESIGNATED INDEBTEDNESS" shall mean and include the Indebtedness to
be Refinanced, the Existing Senior Notes and all other Indebtedness secured
pursuant to the Pledge and Security Agreement.

          "DISCOUNT RATE" means, in respect of any Bankers' Acceptances to be
purchased by an Alternate Currency Lender pursuant to Section 1.01 and Schedule
III hereto, the discount rate (calculated on an annual basis and rounded to the
nearest one-hundredth of 1%, with five-thousandths of 1% being rounded up)
quoted by such Alternate Currency Lender at 10:00 A.M. (Toronto time) as the
discount rate at which such Alternate Currency Lender would purchase, on the
relevant Drawing Date, its own bankers' acceptances having an aggregate Face
Amount equal to and with a term to maturity the same as the Bankers' Acceptances
to be acquired by such Alternate Currency Lender on such Drawing Date.

          "DISQUALIFIED PREFERRED STOCK" shall mean any Preferred Stock of the
Corporation other than Qualified Preferred Stock.

          "DIVIDEND" with respect to any Person shall mean that such Person has
declared or paid a dividend or distribution or returned any equity capital to
its stockholders, partners, members or other holders of its Capital Stock or
authorized or made any other distribution,

                                      -89-
<Page>

payment or delivery of property or cash to its holders of Capital Stock as such,
or redeemed, retired, purchased or otherwise acquired, directly or indirectly,
for a consideration any shares of any class of its Capital Stock outstanding on
or after the Initial Borrowing Date (or any options or warrants issued by such
Person with respect to its Capital Stock), or set aside any funds for any of the
foregoing purposes, or shall have permitted any of its Subsidiaries to purchase
or otherwise acquire for a consideration any shares of any class of the Capital
Stock of such Person outstanding on or after the Initial Borrowing Date (or any
options or warrants issued by such Person with respect to its Capital Stock);
PROVIDED, HOWEVER, that a dividend or distribution by such Person to the holders
of one or more classes or series of its Capital Stock, shall not be deemed to be
a dividend, if such dividend or distribution is payable solely in (i) shares of
Capital Stock (which term includes Class B Shares) that is not Preferred Stock
(which term does not include Class B Shares), or in rights, warrants or options
to purchase such shares, or (ii) Rights. Without limiting the foregoing,
"dividends" with respect to any Person shall also include (i) all payments made
or required to be made by such Person with respect to any stock appreciation
rights, plans, equity incentive or achievement plans or any similar plans or
setting aside of any funds for the foregoing purposes, in each case except to
the extent (x) the same are paid in common stock of the Corporation or Class B
Shares or (y) such payments reduced Consolidated EBITDA and (ii) all payments
(other than payments made in common stock of the Corporation or Class B Shares)
made at any time in respect of any Forward Equity Transactions.

          "DOCUMENTS" shall mean the Credit Documents and the Refinancing
Documents.

          "DOLLAR EQUIVALENT" of an amount denominated in a currency other than
Dollars (the "OTHER CURRENCY") shall mean, at any time for the determination
thereof, the amount of Dollars which could be purchased with the amount of Other
Currency involved in such computation at the spot exchange rate therefor as
quoted by the Administrative Agent as of 11:00 A.M. (New York time) on the date
two Business Days prior to the date of any determination thereof for purchase on
such date (or, in the case of any determination pursuant to Section 13.16 or
Section 18 of the Sheraton Guaranty, on the date of determination); PROVIDED
that (1) for purposes of Section 1.17, the Dollar Equivalent of any amount
(expressed in a currency other than Dollars) shall be the amount of Dollars that
the Administrative Agent determines, based upon the actual exchange rates which
the Administrative Agent believes can be obtained on the date of conversion
pursuant to Section 1.17, would be required to be paid in Dollars to purchase
such amount of other currency and (2) for purposes of (x) determining compliance
with Sections 1.01, 2.02(a) and 4.02(a) and (y) calculating Fees pursuant to
Section 3.01, the Dollar Equivalent of any amounts outstanding in a currency
other than Dollars shall be revalued on a quarterly basis using the spot
exchange rate therefor quoted in the Wall Street Journal on the last Business
Day of each calendar quarter, PROVIDED that, at any time during a calendar
quarter, if the full principal amount of Alternate Currency Revolving Loans
permitted to be incurred pursuant to this Agreement (i.e., up to the full amount
of the respective Alternate Currency Revolving Loan Sub-Commitments as then in
effect) were incurred, and if the Dollar Equivalent as recalculated based on the
exchange rate therefor quoted in the Wall Street Journal on the respective date
of determination pursuant to this exception would result in an increase in the
Dollar Equivalent as then in effect of such amounts of 10% or more, then at the
discretion of the Administrative Agent or at the request of the Required
Lenders, the Dollar Equivalent shall be reset based upon the exchange rates
quoted on such date in the Wall Street Journal, which rates shall remain in
effect until the last Business Day of such calendar quarter or such earlier
date, if any, as the rate is reset

                                      -90-
<Page>

pursuant to this proviso. Notwithstanding anything to the contrary contained in
this definition, at any time that a Specified Default or an Event of Default
then exists, the Administrative Agent may revalue the Dollar Equivalent of any
amounts outstanding under the Credit Documents in a currency other than Dollars
in its sole discretion.

          "DOLLAR LOAN" shall mean each Initial Term Loan, each Incremental Term
Loan, each Dollar Revolving Loan, each Competitive Bid Loan and each Swingline
Loan.

          "DOLLAR PERCENTAGE" of any Lender at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Non-Alternate Currency
Revolving Loan Sub-Commitment of such Lender at such time and the denominator of
which is the aggregate amount of Non-Alternate Currency Revolving Loan
Commitments of all Lenders at such time, or, in the case of a Lender that is, or
whose Affiliate is, an Alternate Currency Lender, at any time when (and to the
extent that) the Aggregate Non-Alternate Currency Revolving Exposure equals or
exceeds the aggregate of the Non-Alternate Currency Revolving Loan
Sub-Commitments, such Lender's or such Affiliate's Unutilized Alternate Currency
RL Percentage. Notwithstanding anything to the contrary contained above, if the
Dollar Percentage of any Lender is to be determined after the Total Revolving
Loan Commitment has been terminated, then the Dollar Percentages of the Lenders
shall be determined immediately prior (and without giving effect) to such
termination.

          "DOLLAR REVOLVING LOAN" shall have the meaning provided in Section
1.01(b).

          "DOLLAR REVOLVING NOTE" shall have the meaning provided in Section
1.06(a).

          "DOLLARS" and the sign "$" shall each mean freely transferable lawful
money of the United States.

          "DOMESTIC SUBSIDIARY" shall mean each Subsidiary of the Corporation
incorporated or organized in the United States or any State or territory
thereof.

          "DRAFT" shall mean at any time either (i) a depository bill within the
meaning of the DEPOSITORY BILLS AND NOTES ACT (Canada) or (ii) a blank bill of
exchange, within the meaning of the BILLS OF EXCHANGE ACT (Canada), drawn by any
Alternate Currency Revolving Loan Borrower on an Alternate Currency Revolving
Lender and bearing such distinguishing letters and numbers as such Alternate
Currency Revolving Lender may determine, but which at such time has not been
completed or accepted by such Alternate Currency Revolving Lender.

          "DRAWING" shall have the meaning provided in Section 2.05(b).

          "DRAWING DATE" shall mean any Business Day fixed pursuant to Schedule
III for the creation and purchase of Bankers' Acceptances by an Alternate
Currency Revolving Lender pursuant to Schedule III.

          "EFFECTIVE DATE" shall have the meaning provided in Section 13.10.

          "ELECTION TO BECOME AN ALTERNATE CURRENCY REVOLVING LOAN BORROWER"
shall mean an Election to Become an Alternate Currency Revolving Loan Borrower
substantially in

                                      -91-
<Page>

the form of Exhibit I, which shall be executed by each Person which becomes an
Alternate Currency Revolving Loan Borrower after the Effective Date.

          "ELIGIBLE TRANSFEREE" shall mean and include a commercial bank,
financial institution, any fund or similar entity that regularly invests in bank
loans and any other "accredited investor" (as defined in Regulation D of the
Securities Act).

          "EMU LEGISLATION" shall mean the legislation measures of the European
Union for the introduction of, changeover to or operation of the Euro in one or
more member states, being in part legislation measures to implement the third
stage of the European Monetary Union.

          "ENCUMBERED EBITDA" shall mean, for any period, (without duplication)
all amounts included in Consolidated EBITDA for such period, to the extent such
amounts were (i) generated from Assets (including, without limitation, Hotels or
any Hotel Business) which are subject to any Lien securing Indebtedness which is
then outstanding or (ii) attributable to Subsidiaries of the Corporation which
are obligated in respect of Additional Unsecured Subsidiary Indebtedness or
Indebtedness under the CIGA Euro Loan Agreement.

          "END DATE" shall mean, for any Margin Adjustment Period, the last day
of such Margin Adjustment Period.

          "ENVIRONMENTAL CLAIMS" means any and all administrative, regulatory
or judicial actions, suits, demands, demand letters, directives, claims, liens,
notices of noncompliance or violation, investigations or proceedings arising
under any Environmental Law or any permit issued, or any approval given, under
any such Environmental Law (hereafter, "CLAIMS"), including, without limitation,
(a) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and (b) any and all Claims by any
third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief in connection with alleged injury or threat of
injury to human health, safety or the environment due to the presence of
Hazardous Materials.

          "ENVIRONMENTAL LAW" shall mean any Federal, state, foreign or local
statute, law, rule, regulation, ordinance, code, guideline, written policy and
rule of common law now or hereafter in effect and in each case as amended, and
any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
employee health and safety or Hazardous Materials, including, without
limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C.
Section 1251 ET SEQ.; the Toxic Substances Control Act, 15 U.S.C. Section 2601
ET SEQ.; the Clean Air Act, 42 U.S.C. Section 7401 ET SEQ.; the Safe Drinking
Water Act, 42 U.S.C. Section 3803 ET SEQ.; the Oil Pollution Act of 1990, 33
U.S.C. Section 2701 ET SEQ.; the Emergency Planning and the Community
Right-to-Know Act of 1986, 42 U.S.C. Section 11001 ET SEQ.; the Hazardous
Material Transportation Act, 49 U.S.C. Section 1801 ET SEQ; the Occupational
Safety and Health Act, 29 U.S.C. Section 651 ET SEQ.; and any state and local or
foreign counterparts or equivalents, in each case as amended from time to time.

          "ENVIRONMENTAL MATTERS" shall have the meaning provided in Section
8.01(g).

                                      -92-
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          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect at the
date of this Agreement and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

          "ERISA AFFILIATE" shall mean each person (as defined in Section 3(9)
of ERISA) which together with any Borrower or a Subsidiary of any Borrower would
be deemed to be a "single employer" within the meaning of Section 414(b) or (c)
or for purposes of Section 412 of the Code, Section 414(m) or (o) of the Code.

          "EURO EQUIVALENT" shall mean, at any time for the determination
thereof, the amount of Euros which could be purchased with the amount of Dollars
involved in such computation at the spot exchange rate therefore as quoted by
the Administrative Agent as of 11:00 A.M. (London time) on the date two Business
Days prior to the date of any determination thereof for purchase on such date
(or, in the case of any determination pursuant to Section 1.17 or 13.16 or
Section 18 of the Sheraton Guaranty, on the date of determination).

          "EURO LIBOR RATE" shall mean (i) the rate per annum that appears on
page 3740 of the Dow Jones Markets Screen (or any successor page) for deposits
in Euros with maturities comparable to the Interest Period applicable to the
Euro Revolving Loans subject to the respective Borrowing commencing two Business
Days thereafter as of 11:00 A.M. (London time) on the date which is two Business
Days prior to the commencement of the respective Interest Period or (ii) if such
a rate does not appear on page 3740 of the Dow Jones Markets Screen (or any
successor page), the offered quotation to first-class banks in the London
interbank market by DB for deposits in Euros of amounts in immediately available
funds comparable to the outstanding principal amount of the Euro Loan of DB with
maturities comparable to the Interest Period applicable to such Euro Revolving
Loan commencing two Business Days thereafter as of 11:00 A.M. (London time) on
the date which is two Business Days prior to the commencement of such Interest
Period; PROVIDED that in the event the Administrative Agent has made any
determination pursuant to Section 1.11(a)(i) in respect of Euro Revolving Loans,
or in the circumstances described in clause (i) to the proviso to Section
1.11(b) in respect of Euro Revolving Loans, the Euro LIBOR Rate determined
pursuant to this definition shall instead be the rate determined by DB as the
all-in-cost of funds for DB to fund such Euro Revolving Loan with maturities
comparable to the Interest Period applicable thereto.

          "EURO RATE" shall mean and include each of the Eurodollar Rate, the
Euro LIBOR Rate and the Sterling Euro Rate.

          "EURO RATE LOAN" shall mean each Eurodollar Loan, each Euro Revolving
Loan and each Sterling Revolving Loan.

          "EURO REVOLVING LOAN" shall mean each Alternate Currency Revolving
Loan denominated in Euros at the time of the incurrence thereof.

          "EURO REVOLVING LOAN SUB-COMMITMENT" means, as to any Alternate
Currency Lender, the amount, if any, set forth opposite such Alternate Currency
Lender's name in

                                      -93-
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Schedule I-B directly below the column entitled "Euro Revolving Loan
Sub-Commitment," as same may be (x) reduced from time to time pursuant to
Sections 1.17, 3.02, 3.03, 10 and/or 13.12(e), (y) increased from time to time
pursuant to Section 13.12(d) or (z) adjusted from time to time as a result of
assignments to or from such Lender pursuant to Section 1.14 or 13.04(b). The
Euro Revolving Loan Sub-Commitment of each Alternate Currency Lender is a
sub-limit of the Revolving Loan Commitment of the respective Alternate Currency
Lender (or its respective affiliate which is a Lender with the related Revolving
Loan Commitment) and not an additional commitment and, in no event, may exceed
at any time, when added to the Canadian Dollar Revolving Loan Sub-Commitment,
the Pounds Sterling Revolving Loan Sub-Commitment and the Non-Alternate Currency
Revolving Loan Sub-Commitment of the respective Alternate Currency Lender (or
its respective affiliate), the Revolving Loan Commitment of such Alternate
Currency Lender (or its respective affiliate which is a Lender with the related
Revolving Loan Commitment).

          "EURO REVOLVING NOTES" shall have the meaning provided in Section
1.06(a).

          "EURODOLLAR LOAN" shall mean each Dollar Loan (bearing interest at the
Eurodollar Rate) designated as such by the Corporation at the time of the
incurrence thereof or conversion thereto.

          "EURODOLLAR RATE" shall mean the rate per annum that appears on page
3750 of the Dow Jones Markets Screen/or any successor page for Dollar deposits
with maturities comparable to the Interest Period applicable to the Eurodollar
Loans subject to the respective Borrowing commencing two Business Days
thereafter as of 11:00a.m. (London time) on the date which is two Business Days
prior to the commencement of the respective Interest Period divided (and
rounded, if necessary, upward to the next whole multiple of 1/16 of 1%) by (ii)
a percentage equal to 100% minus the then stated maximum rate of all reserve
requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable to any member bank of the
Federal Reserve System in respect of Eurocurrency liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D);
PROVIDED that, to the extent that an interest rate is not ascertainable pursuant
to the foregoing provisions of this definition, the rate to be used for purposes
of this definition shall be the interest rate per annum determined by the
Administrative Agent to be the rate per annum at which deposits in Dollars are
offered for such relevant Interest Period to major banks in the London interbank
market in London, England by DB at approximately 11:00 A.M. (London time) on the
date which is two Business Days prior to the beginning of such Interest Period,
divided (and rounded, if necessary, upward to the nearest whole multiple of 1/16
of 1%) by a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable to any member bank of the
Federal Reserve System in respect of Eurocurrency liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D).

          "EUROS" and the designation "EURO" shall mean the currency introduced
on January 1, 1999 at the start of the third stage of European Economic and
Monetary Union pursuant to the Treaty.

          "EVENT OF DEFAULT" shall have the meaning provided in Section 10.

                                      -94-
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          "EXISTING BANKERS' ACCEPTANCES" shall have the meaning provided in
Section 1.15(b).

          "EXISTING CREDIT AGREEMENT" shall mean the Credit Agreement, dated as
of February 23, 1998, among the Corporation, SLT Realty Limited Partnership,
Starwood REIT, Chess Acquisition Corp. (and ITT Corporation as its successor by
merger), each Alternate Currency Revolving Loan Borrower (as defined therein)
from time to time party thereto and the lenders from time to time party thereto,
as in effect on the Initial Borrowing Date (immediately prior to giving effect
to the Transaction).

          "EXISTING LETTERS OF CREDIT" shall have the meaning provided in
Section 2.01(c).

          "EXISTING LIENS" shall have the meaning provided in Section 9.01.

          "EXISTING SENIOR NOTES" shall mean the Senior Notes identified as (i)
item 3 on Schedule 7.17 hereto, (ii) item 2 on Schedule 7.17 hereto and (iii)
item 1 on Schedule 7.17 hereto.

          "EXTENSION FEE" shall have the meaning provided in Section 3.01(g).

          "FACE AMOUNT" shall mean, in respect of a Bankers' Acceptance, the
amount payable to the holder thereof on its maturity. The Face Amount of any
Bankers' Acceptance Loan shall be equal to the Face Amounts of the underlying
Bankers' Acceptances.

          "FACING FEE" shall have the meaning provided in Section 3.01(c).

          "FEDERAL FUNDS RATE" shall mean for any period, a fluctuating interest
rate equal for each day during such period to the weighted average of the rates
on overnight Federal Funds transactions with members of the Federal Reserve
System arranged by Federal Funds brokers, as published for such day (or, if such
day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

          "FEES" shall mean all amounts payable pursuant to or referred to in
Section 3.01.

          "FISCAL YEAR" shall mean each fiscal year of the Corporation, which
shall be required to end on December 31 of each calendar year.

          "FOREIGN PENSION PLAN" shall mean any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States by any Borrower or any one or more of its
Subsidiaries primarily for the benefit of employees of such Borrower or such
Subsidiaries residing outside the United States of America, which plan, fund or
other similar program provides, or results in, retirement income, a deferral of
income in contemplation of retirement or payments to be made upon termination of
employment, and which plan is not subject to ERISA or the Code and which Plan,
fund or similar program

                                      -95-
<Page>

could result in liability or other obligation or lien to any Borrower, any
Subsidiary of any Borrower or ERISA Affiliate.

          "FOREIGN SUBSIDIARY" shall mean each Subsidiary of the Corporation
other than a Domestic Subsidiary.

          "FORWARD EQUITY TRANSACTIONS" shall mean any arrangement or agreement
by the Corporation or any of its Subsidiaries involving any forward equity sale,
including, without limitation, any agreement pursuant to which funds are
advanced to the Corporation or any Subsidiary thereof and pursuant to which the
Corporation or any Subsidiary thereof is contractually obligated (or permitted)
to, at a future date or dates, issue Capital Stock to satisfy its obligations
under such agreement (whether or not said obligation may be satisfied through
the delivery of cash in lieu of such Capital Stock).

          "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and the statements and pronouncements of the
Financial Accounting Standards Board, or in such other statements by such other
entity as may be in general use by significant segments of the accounting
profession, which are applicable to the circumstances as of the date of
determination, except that, for purposes of Section 9 and all determinations of
Applicable Margin, GAAP shall be determined on the basis of such principles in
effect on the date hereof and consistent with those used in the preparation of
the audited consolidated financial statements of the Corporation and its
Subsidiaries for the Fiscal Year ended December 31, 2001 referred to in Section
7.03(a).

          "GOVERNMENTAL AUTHORITY" means any nation or government, any state or
other political subdivision thereof and any entity duly exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

          "GUARANTEED CREDITORS" shall mean and include each Agent, each
Alternate Currency Lender and each party (other than any Credit Party) party to
(or participating in) an Interest Rate Protection Agreement or Other Hedging
Agreement to the extent such party is a Lender or any affiliate thereof (even if
such Lender subsequently ceases to be a Lender under this Agreement for any
reason) and their subsequent assigns.

          "GUARANTEED OBLIGATION" shall mean (i) the principal (or Face Amount,
as the case may be) of and interest on all Alternate Currency Revolving Loans
made to each Alternate Currency Revolving Loan Borrower (other than the
Corporation) under this Agreement, and each Note evidencing each Alternate
Currency Revolving Loan issued to each Alternate Currency Lender, together with
all the other obligations (including obligations which, but for the automatic
stay under Section 362(a) of the Bankruptcy Code, would become due) and
liabilities (including, without limitation, indemnities, fees and interest
thereon) of the Alternate Currency Revolving Loan Borrowers (other than the
Corporation) (or any of them) to each Alternate Currency Lender and each Agent,
now existing or hereafter incurred under, arising out of or in connection with
this Agreement and each other Credit Document and the due performance and
compliance by each Alternate Currency Revolving Loan Borrower with all the
terms, conditions and agreements contained in this Agreement and each other
Credit Document to which it is a party and (ii) all

                                      -96-
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obligations (including obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due) and liabilities of each
Subsidiary of the Corporation, whether now in existence or hereunder arising,
owing under any Interest Rate Protection Agreement or Other Hedging Agreement
entered into by such Subsidiary with any Lender or any affiliate thereof (even
if such Lender subsequently ceases to be a Lender under this Agreement for any
reason) so long as such Lender or affiliate participates in such Interest Rate
Protection Agreement or Other Hedging Agreement, and their subsequent assigns,
if any, and the due performance and compliance with all terms, conditions and
agreements contained therein.

          "GUARANTEED PARTY" shall mean each Alternate Currency Revolving Loan
Borrower (other than the Corporation) and each Subsidiary of the Corporation
party to any Interest Rate Protection Agreement or Other Hedging Agreement with
any Guaranteed Creditor.

          "GUARANTORS" shall mean and include the Corporation, Sheraton and,
prior to the Collateral and Guaranty Release pursuant to Section 13.18(b), each
Additional Subsidiary Guarantor.

          "GUARANTY" shall mean and include the Corporation Guaranty, the
Sheraton Guaranty and, prior to the Collateral and Guaranty Release pursuant to
Section 13.18(b), the Additional Subsidiaries Guaranty.

          "HAZARDOUS MATERIALS" means (a) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing regulated levels of polychlorinated biphenyls, and
radon gas; (b) any chemicals, materials or substances defined as or included in
the definitions of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous substances," "restricted hazardous waste,"
"toxic substances," "toxic pollutants," "contaminants," or "pollutants," or
words of similar import, which are regulated under any applicable Environmental
Law; and (c) any other chemical, material or substance, the Release of which is
prohibited, limited or regulated by any applicable Environmental Law.

          "HOTEL" means any Real Property or Leasehold comprising an operating
facility offering hotel or other lodging services.

          "HOTEL BUSINESS" shall mean (i) the hotel, resort, extended stay
lodging, other hospitality business (including the Timeshare Business), and (ii)
any and all businesses that in the good faith judgment of the board of directors
of the Corporation are reasonably related to, or may be used in connection with,
the businesses described in preceding clause (i).

          "INCREMENTAL LOAN COMMITMENT" shall mean any Incremental Term Loan
Commitment and/or any Incremental Revolving Loan Commitment, as the context may
require.

          "INCREMENTAL LOAN COMMITMENT AGREEMENT" shall mean any Incremental
Term Loan Commitment Agreement and/or any Incremental Revolving Loan Commitment
Agreement, as the context may require.

                                      -97-
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          "INCREMENTAL LOAN COMMITMENT DATE" shall mean any Incremental Term
Loan Borrowing Date or any Incremental Revolving Loan Commitment Date, as the
context may require.

          "INCREMENTAL LOAN COMMITMENT REQUIREMENTS" shall mean, with respect to
any request for an Incremental Loan Commitment made pursuant to Section 1.19 or
Section 1.20 or any provision of an Incremental Loan Commitment on a given
Incremental Loan Commitment Date, the satisfaction of each of the following
conditions: (i) no Default or Event of Default then exists or would result
therefrom (for purposes of such determination, assuming the relevant Loans in an
aggregate principal amount equal to the full amount of Incremental Loan
Commitments then requested or provided had been incurred on such date of request
or Incremental Loan Commitment Date, as the case may be), (ii) in the case of a
request for, or the provision of, an Incremental Term Loan Commitment only,
calculations are made by the Corporation demonstrating compliance with the
covenants contained in Sections 9.05, 9.06 and 9.08 for the Test Period most
recently ended prior to the date of the respective request for Incremental Term
Loan Commitments or the relevant Incremental Term Loan Borrowing Date, as the
case may be, on a PRO FORMA Basis, as if the Incremental Term Loans to be made
pursuant to such Incremental Term Loan Commitments (assuming the full
utilization thereof) had been incurred on the first day of such Test Period,
(iii) the Corporation shall have certified to the Administrative Agent that the
incurrence of Loans in an aggregate principal amount equal to the full amount of
the Incremental Loan Commitments then requested or provided is permitted under,
and in accordance with, the Senior Note Documents, all other indentures and all
other material debt agreements to which a Credit Party is a party, (iv) the
Administrative Agent shall have consented to the Tranche selected by the
Corporation (i.e., whether Incremental Revolving Commitments or Incremental Term
Loan Commitments will be made available), (v) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made as of such date of request or Incremental Loan
Commitment Date, as the case may be (after giving effect to the incurrence of
the respective Loan), unless stated to relate to a specified date, in which case
such representations and warranties shall be true and correct in all material
respects as of such specified date, (vi) in the case of a request for, or the
provision of, an Incremental Loan Commitment from an Eligible Transferee which
is not already a Lender, the aggregate amount of the Incremental Loan
Commitments requested from, or provided by, such Eligible Transferee shall be
allocated among the Incremental Term Loan Commitment and the Incremental
Revolving Loan Commitment provided (or to be provided) by such Eligible
Transferee on a PRO RATA basis (based on the aggregate outstanding principal
amount of all Term Loans at such time and the Total Revolving Loan Commitment as
in effect at such time) and (vii) the delivery by the Corporation of an
officer's certificate to the Administrative Agent certifying as to compliance
with preceding clauses (i), (ii), (iii), (v) and (vi) and containing the
calculations required by preceding clauses (ii) and/or (iii) (as applicable).

          "INCREMENTAL LOAN LENDER" shall mean any Incremental Term Loan Lender
and/or any Incremental RL Lender, as the context may require.

          "INCREMENTAL REVOLVING LOAN COMMITMENT" shall mean, for each
Incremental RL Lender, any commitment by such Incremental RL Lender to make
Revolving Loans pursuant to Section 1.01(b) as agreed to by such Incremental RL
Lender in the respective Incremental

                                      -98-
<Page>

Revolving Loan Commitment Agreement delivered pursuant to Section 1.20; it being
understood, however, that on each date upon which an Incremental Revolving Loan
Commitment of any Incremental RL Lender becomes effective, such Incremental
Revolving Loan Commitment of such Incremental RL Lender shall be added to (and
thereafter become a part of) the Revolving Loan Commitment of such Incremental
RL Lender for all purposes of this Agreement as contemplated by Section 1.20.

          "INCREMENTAL REVOLVING LOAN COMMITMENT AGREEMENT" shall mean an
Incremental Revolving Loan Commitment Agreement substantially in the form of
Exhibit M (appropriately completed).

          "INCREMENTAL REVOLVING LOAN COMMITMENT DATE" shall mean each date upon
which an Incremental Revolving Loan Commitment under an Incremental Revolving
Loan Commitment Agreement becomes effective as provided in Section 1.20(b)(i).

          "INCREMENTAL RL LENDER" shall have the meaning provided in Section
1.20(b).

          "INCREMENTAL TERM LOAN" shall have the meaning provided in Section
1.01(f).

          "INCREMENTAL TERM LOAN BORROWING DATE" shall mean each date on which
the Corporation incurs Incremental Term Loans pursuant to Section 1.01(f), which
date shall be the date of the effectiveness of the Incremental Term Loan
Commitment Agreement pursuant to which such Incremental Term Loans are to be
made.

          "INCREMENTAL TERM LOAN COMMITMENT" shall mean, for each Incremental
Term Loan Lender, the commitment of such Incremental Term Loan Lender to make
Incremental Term Loans pursuant to Section 1.01(f) on a given Incremental Term
Loan Borrowing Date, as such commitment is set forth in the Incremental Term
Loan Commitment Agreement delivered pursuant to Section 1.19(b) and as same may
be terminated pursuant to Sections 3.03 and/or 10.

          "INCREMENTAL TERM LOAN COMMITMENT AGREEMENT" shall mean an Incremental
Term Loan Commitment Agreement substantially in the form of Exhibit L
(appropriately completed).

          "INCREMENTAL TERM LOAN LENDER" shall have the meaning provided in
Section 1.19(b).

          "INDEBTEDNESS" shall mean, as to any Person, without duplication, (i)
all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services (excluding accounts payable and accrued expenses arising in the
ordinary course of business), (ii) the maximum amount available to be drawn
under all letters of credit issued for the account of such Person and all unpaid
drawings in respect of such letters of credit, (iii) all Indebtedness of the
types described in clause (i), (ii), (iv), (v), (vi) or (vii) of this definition
secured by any Lien on any property owned by such Person, whether or not such
Indebtedness has been assumed by such Person (PROVIDED that, if the Person has
not assumed or otherwise become liable in respect of such Indebtedness, such
Indebtedness shall be deemed to be in an amount equal to the stated amount of
such Indebtedness), (iv) the aggregate amount required to be capitalized under
leases under which such Person is the lessee,

                                      -99-
<Page>

(v) all obligations of such person to pay a specified purchase price for goods
or services, whether or not delivered or accepted, i.e., take-or-pay and similar
obligations, (vi) all Contingent Obligations of such Person and (vii) all
obligations under any Interest Rate Protection Agreement, any Other Hedging
Agreement or under any similar type of agreement. Notwithstanding anything to
the contrary contained above, all Forward Equity Transactions shall be deemed to
constitute Indebtedness for purposes of this Agreement, with the amount of such
Indebtedness at any time outstanding to be equal to the maximum amount of cash
and/or fair market value of property which would be required to be delivered by
the Corporation and its Subsidiaries at such time to satisfy in full their
obligations under the respective Forward Equity Transactions.

          "INDEBTEDNESS TO BE REFINANCED" shall mean all Indebtedness under the
Existing Credit Agreement on the Initial Borrowing Date (prior to giving effect
to the Transaction).

          "INITIAL BORROWING DATE" shall mean the date occurring on or after the
Effective Date on which the initial Borrowing of Loans hereunder occurs.

          "INITIAL TERM LOAN" shall have the meaning provided in Section
1.01(a).

          "INITIAL TERM LOAN COMMITMENT" shall mean, for each Lender, the amount
set forth opposite such Lender's name on Schedule I-A directly below the column
entitled "Initial Term Loan Commitment," as the same may be terminated pursuant
to Sections 3.03 and/or 10.

          "INSIGNIFICANT SUBSIDIARY" shall mean, at any time, any Subsidiary of
the Corporation (excluding Sheraton) which (x) has (i) assets of not greater
than 10% of the consolidated total assets of the Corporation and its
Subsidiaries (determined as of the last day of the most recent fiscal quarter of
the Corporation) and (ii) revenue of less than 10% of the consolidated revenues
of the Corporation and its Subsidiaries for the Test Period then most recently
ended and (y) if aggregated with all other Subsidiaries of the Corporation with
respect to which an event described under Section 10.05 has occurred and is
continuing, would have (i) assets of not greater than 10% of the consolidated
total assets of the Corporation and its Subsidiaries (determined as of the last
day of the most recent fiscal quarter of the Corporation) and (ii) revenue of
less than 10% of the consolidated revenues of the Corporation and its
Subsidiaries for the Test Period then most recently ended.

          "INTERCOMPANY DEBT" shall mean any Indebtedness, whether now existing
or hereafter incurred, owed by any Credit Party to any other Credit Party or any
other Subsidiary of the Corporation (including, without limitation, any
Intercompany Existing Indebtedness owed by any Credit Party to any such Person).

          "INTERCOMPANY EXISTING INDEBTEDNESS" shall have the meaning provided
in Section 7.17.

          "INTERCOMPANY MORTGAGE NOTE" shall mean the subordinated Intercompany
Mortgage Notes in an aggregate principal amount not to exceed $3,450,000,000
issued by Sheraton or the Corporation to Starwood REIT, and contributed by
Starwood REIT to SLT RLP and Starwood Hotels & Resorts Holdings, Inc.

                                      -100-
<Page>

          "INTEREST DETERMINATION DATE" shall mean, with respect to any Euro
Rate Loan, the second Business Day prior to the commencement of any Interest
Period relating to such Euro Rate Loan.

          "INTEREST PERIOD" shall have the meaning provided in Section 1.10.

          "INTEREST RATE PROTECTION AGREEMENT" shall mean any interest rate swap
agreement, interest rate cap agreement, interest collar agreement, interest rate
hedging agreement or other similar agreement or arrangement.

          "ISSUING BANK" shall mean (i) DB and any other RL Lender which at the
request of the Corporation and with the consent of the Administrative Agent
agrees, in such RL Lender's sole discretion, to become an Issuing Bank for the
purpose of issuing Letters of Credit pursuant to Section 2 and (ii) with respect
to the Existing Letters of Credit, the Lender designated as the issuer thereof
on Schedule 2.01(c) shall be the Issuing Bank thereof; PROVIDED that as of the
Initial Borrowing Date and until such time as it agrees otherwise, DB shall not
be the Issuing Bank with respect to any Trade Letter of Credit.

          "JOINT LEAD ARRANGERS" shall mean Deutsche Bank Securities, Inc. and
J.P. Morgan Securities Inc., each in their capacities as Co-Lead Arrangers and
Joint Book Running Managers.

          "JUDGMENT CURRENCY" shall have the meaning provided in Section
13.16(a).

          "JUDGMENT CURRENCY CONVERSION DATE" shall have the meaning provided in
Section 13.16(a).

          "L/C SUPPORTABLE OBLIGATIONS" shall mean obligations of the
Corporation or any of its Subsidiaries incurred in the ordinary course of
business and which do not violate the applicable provisions, if any, of this
Agreement.

          "LEASEHOLDS" of any Person means all the right, title and interest of
such Person as lessee or licensee in, to and under leases or licenses of land,
improvements and/or fixtures.

          "LENDER" shall mean each financial institution listed on Schedule I-A,
as well as any Person which becomes a "Lender" hereunder pursuant to Section
1.14, 1.19, 1.20 or 13.04(b). Unless the context otherwise requires, each
reference in this Agreement to a Lender includes each Alternate Currency Lender
and, if the reference is to a specific Lender which has a Revolving Loan
Commitment hereunder, shall include references to any Affiliate of any such
Lender which is acting as an Alternate Currency Lender.

          "LENDER DEFAULT" shall mean (i) the wrongful refusal (which has not
been retracted) or the failure of a Lender to make available its portion of any
Borrowing (including any Mandatory Borrowing) or to fund its portion of any
unreimbursed payment under Section 2.04(c) or to purchase participating
interests in Revolving Loans under Section 1.17 or (ii) a Lender having notified
in writing any Borrower and/or the Administrative Agent that such Lender does
not intend to comply with its obligations under Section 1.01 or 2 in
circumstances

                                      -101-
<Page>

where such non-compliance would constitute a breach of such Lender's obligations
under the respective Section.

          "LETTER OF CREDIT" shall have the meaning provided in Section 2.01(a).

          "LETTER OF CREDIT FEE" shall have the meaning provided in Section
3.01(b).

          "LETTER OF CREDIT OUTSTANDINGS" shall mean, at any time, the sum of
(i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii)
the amount of all Unpaid Drawings.

          "LETTER OF CREDIT REQUEST" shall have the meaning provided in Section
2.03(a).

          "LIEN" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the Uniform
Commercial Code as in effect in any State or any other similar recording or
notice statute, and any lease having substantially the same effect as any of the
foregoing).

          "LOAN" shall mean each Term Loan, each Revolving Loan, each
Competitive Bid Loan and each Swingline Loan.

          "MANDATORY BORROWING" shall have the meaning provided in Section
1.01(d).

          "MANDATORY COST" means the cost imputed to a Lender in complying with
(i) the Mandatory Liquid Assets requirements of the Bank of England during the
period in which a Sterling Revolving Loan is outstanding determined in
accordance with Schedule IV and (ii) any reserve asset requirements of the
European Central Bank, as determined in accordance with Schedule IV.

          "MARGIN ADJUSTMENT PERIOD" shall mean each period which shall commence
on the date occurring after the Effective Date on which the respective officer's
certificates are delivered pursuant to Section 8.01(d) and which shall end on
the earlier of (i) the date of actual delivery of the next officer's
certificates pursuant to Section 8.01(d) and (ii) the latest date on which the
next officer's certificates are required to be delivered.

          "MARGIN STOCK" shall have the meaning provided in Regulation U.

          "MATERIAL ADVERSE CHANGE" means a material adverse change in any of
(i) the business, operations, property, assets, liabilities or condition
(financial or otherwise) of the Corporation and its Subsidiaries taken as a
whole, (ii) the legality, validity or enforceability of the Credit Documents
taken as a whole, (iii) the ability of any Borrower to repay its Obligations or
to perform its obligations under any other Credit Document, (iv) the ability of
the Guarantors, taken as a whole, to perform their obligations under their
respective Guaranties or (v) the rights and remedies of the Lenders or the
Agents under the Credit Documents.

                                      -102-
<Page>

          "MATERIAL ADVERSE EFFECT" means an effect that results in or causes,
or has a reasonable likelihood of resulting in or causing, a Material Adverse
Change.

          "MATURITY DATE" shall mean October 9, 2006, as such date may be
extended pursuant to Section 1.21.

          "MAXIMUM SWINGLINE AMOUNT" shall mean $50,000,000.

          "MINIMUM BORROWING AMOUNT" shall mean, for each Type and Tranche of
Loans hereunder, the respective amount specified below:

          (i)     in the case of a Borrowing of Euro Rate Loans of any Tranche,
     $10,000,000 (or the applicable Alternate Currency Equivalent thereof in the
     case of a Borrowing of Alternate Currency Revolving Loans);

          (ii)    in the case of a Borrowing (but excluding Borrowings of
     Swingline Loans) of Base Rate Loans of any Tranche, $10,000,000;

          (iii)   in the case of a Borrowing of Swingline Loans, $1,000,000;

          (iv)    in the case of a Borrowing of Canadian Prime Rate Loans, Cdn.
     $1,000,000;

          (v)     in the case of Bankers' Acceptance Loans, the amount specified
     in Schedule III; and

          (vi)    in the case of Competitive Bid Loans, $20,000,000.

          "MOODY'S" shall mean Moody's Investors Service, Inc.

          "NAIC" shall have the meaning provided in Section 1.11(c).

          "NET TERMINATION VALUE" shall mean at any time, with respect to all
Interest Rate Protection Agreements and Other Hedging Agreements for which a Net
Termination Value is being determined, the excess, if positive, of (i) the
aggregate of the unrealized net loss position, if any, of the Corporation and/or
its Subsidiaries under each of such Interest Rate Protection Agreements and
Other Hedging Agreements on a marked-to-market basis determined no more than one
month prior to such time LESS (ii) the aggregate of the unrealized net gain
position, if any, of the Corporation and/or its Subsidiaries under each of such
Interest Rate Protection Agreements and Other Hedging Agreements on a
marked-to-market basis determined no more than one month prior to such time,
with each marked-to market determination made pursuant to clauses (i) and (ii)
above in connection with a determination of "Net Termination Value" to be made
on the same date.

          "NON-ALTERNATE CURRENCY REVOLVING LOAN SUB-COMMITMENT" means, for any
Lender at any time, such Lender's Revolving Loan Commitment MINUS, in the case
of a Lender that is, or whose Affiliate is, an Alternate Currency Lender, the
sum of such Lender's and its Affiliates' Alternate Currency Revolving Loan
Sub-Commitments.

                                      -103-
<Page>

          "NON-DEFAULTING LENDER" shall mean and include each Lender other than
a Defaulting Lender.

          "NON-RECOURSE INDEBTEDNESS" of any Person means all Indebtedness of
such Person and its Subsidiaries with respect to which recourse for payment is
limited to specific assets encumbered by a Lien securing such Indebtedness;
PROVIDED, HOWEVER, that personal recourse of a holder of Indebtedness against
any obligor with respect thereto for fraud, misrepresentation, misapplication of
cash, waste and other circumstances customarily excluded from non-recourse
provisions in non-recourse secured financing of real estate shall not, by
itself, prevent any Indebtedness from being characterized as Non-Recourse
Indebtedness, PROVIDED FURTHER that if a personal recourse claim is made in
connection therewith, such claim shall not constitute Non-Recourse Indebtedness
for the purpose of this Agreement.

          "NOTE" shall mean each Term Note, each Revolving Note, each
Competitive Bid Note and the Swingline Note.

          "NOTICE OF BORROWING" shall have the meaning provided in Section
1.03(a).

          "NOTICE OF COMPETITIVE BID BORROWING" shall have the meaning provided
in Section 1.04(a).

          "NOTICE OF CONVERSION" shall have the meaning provided in Section
1.07(a).

          "NOTICE OFFICE" shall mean the office of the Administrative Agent
located at 200 Crescent Court, Suite 550, Dallas, TX 75201-1875, Attention:
Allison Wilson, or such other office as the Administrative Agent may hereafter
designate in writing as such to the other parties hereto.

          "OBLIGATION CURRENCY" shall have the meaning provided in Section
13.16(a).

          "OBLIGATIONS" shall mean all amounts owing to any Agent or any Lender
pursuant to the terms of this Agreement or any other Credit Document.

          "OTHER HEDGING AGREEMENT" shall mean any foreign exchange contracts,
currency swap agreements, commodity agreements or other similar agreements or
arrangements designed to protect against the fluctuations in currency values or
instruments to hedge and protect against fluctuations in the Corporation's
and/or its Subsidiaries cash flow and earnings from changes in financial
markets.

          "PARENT COMPANIES" shall have the meaning provided in the Existing
Credit Agreement.

          "PARTICIPANT" shall have the meaning provided in Section 2.04(a).

          "PARTICIPATING MEMBER STATE" shall mean, at any time, any member state
of the European Union which has adopted the Euro as its lawful currency at such
time.

                                      -104-
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          "PARTNERSHIP UNITS" shall mean the Class A Units of SLT RLP and the
Class B Units of SLC Operating Limited Partnership, a Delaware limited
partnership.

          "PAYMENT OFFICE" shall mean (i) in respect of Dollar Loans, Letters of
Credit, Fees and, except as provided in clause (ii) below, all other amounts
owing under this Agreement and the other Credit Documents, the office of the
Administrative Agent located at 31 W. 52nd Street, Money Transfer Division New
York, New York 10019, ABA Number: 021-001-033, Credit to Deutsche Bank Loan
Operations, Reference: Starwood Hotels & Resorts, Account Number: 602-00-119,
Attention: Mary Rodwell, (ii) in respect of Canadian Dollar Revolving Loans, to
Royal Bank of Canada, Toronto, Ontario, Canada, SWIFT ID: ROYCCAT2, Account
Number: 095912235745, Account Name: Deutsche Bank, NY, Reference: Starwood
Hotels & Resorts, (iii) in respect of Sterling Revolving Loans, to Deutsche Bank
AG, London, SWIFT ID: DEUTGB2L, Account Number: 0400069, Account Name: Deutsche
Bank, NY, Local Clearing Code //SC405081, Reference: Starwood Hotels & Resorts,
and (iv) in respect of Euro Revolving Loans, to Deutsche Bank AG, Frankfurt,
SWIFT ID: DEUTDEFF, Account Number: 958409510, Account Name: Deutsche Bank, NY,
Reference: Starwood Hotels & Resorts, Attention: Loans Agency or in each case
such other office as the Administrative Agent may hereafter designate in writing
as such to the other parties hereto.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA, or any successor thereto.

          "PERMITTED LIENS" shall have the meaning provided in Section 9.01.

          "PERSON" shall mean any individual, partnership, joint venture,
limited liability company, firm, corporation, association, trust or other
enterprise or any government or political subdivision or any agency, department
or instrumentality thereof.

          "PLAN" shall mean any pension plan as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) any Borrower or a Subsidiary of any Borrower or an
ERISA Affiliate and any pension plan as defined in Section 3(2) of ERISA with
respect to which any Borrower, or a Subsidiary of any Borrower or an ERISA
Affiliate could have any liability.

          "PLEDGE AND SECURITY AGREEMENT" shall mean that certain Pledge and
Security Agreement, dated as of February 23, 1998, among the Corporation,
various of its Subsidiaries and Deutsche Bank Trust Company Americas, as
pledgee, as the same may be amended, modified and/or supplemented from time to
time in accordance with the terms hereof and thereof.

          "PLEDGEE" shall have the meaning provided in the Pledge and Security
Agreement.

          "POUNDS STERLING" shall mean freely and transferable lawful money of
the United Kingdom (expressed in Pounds Sterling).

          "POUNDS STERLING REVOLVING LOAN SUB-COMMITMENT" means, as to any
Alternate Currency Lender, the amount, if any, set forth opposite such Alternate
Currency Lender's name in Schedule I-B directly below the column entitled
"Pounds Sterling Revolving Loan Sub-Commitment,"

                                      -105-
<Page>

as same may be (x) reduced from time to time pursuant to Sections 1.17, 3.02,
3.03, 10 and/or 13.12(e), (y) increased from time to time pursuant to Section
13.12(d) or (z) adjusted from time to time as a result of assignments to or from
such Lender pursuant to Section 1.14 or 13.04(b). The Pounds Sterling Revolving
Loan Sub-Commitment of each Alternate Currency Lender is a sub-limit of the
Revolving Loan Commitment of the respective Alternate Currency Lender (or its
respective affiliate which is a Lender with the related Revolving Loan
Commitment) and not an additional commitment and, in no event, may exceed at any
time, when added to the Canadian Dollar Revolving Loan Sub-Commitment, the Euro
Revolving Loan Sub-Commitment and the Non-Alternate Currency Revolving Loan
Sub-Commitment of the respective Alternate Currency Lender (or its respective
affiliates), the Revolving Loan Commitment of such Alternate Currency Lender (or
its respective affiliate which is a Lender with the related Revolving Loan
Commitment).

          "PREFERRED STOCK" as applied to the Capital Stock of any Person, means
Capital Stock of such Person (other than common stock of such Person) of any
class or classes (however designated) that ranks prior, as to the payment of
dividends or distributions, or as to the distribution of assets upon any
voluntary or involuntary liquidation, dissolution or winding up of such Person,
to shares of Capital Stock of any other class of such Person.

          "PRIME LENDING RATE" shall mean the rate which the Administrative
Agent announces from time to time as its prime lending rate, the Prime Lending
Rate to change when and as such prime lending rate changes. The Prime Lending
Rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer. The Administrative Agent may make
commercial loans or other loans at rates of interest at, above or below the
Prime Lending Rate.

          "PRO FORMA BASIS" shall mean, as to any Person, for any events which
occur subsequent to the commencement of a period for which the financial effect
of such event is being calculated, and giving effect to the event for which such
calculation is being made, such calculation as will give PRO FORMA effect to
such event as if same had occurred at the beginning of such period of
calculation, and

          (i)     for purposes of the foregoing calculation, the transaction
     giving rise to the need to calculate the PRO FORMA effect to any of the
     following events shall be assumed to have occurred on the first day of the
     four consecutive fiscal quarter period last ended before the occurrence of
     the respective event for which such PRO FORMA effect is being determined
     (the "REFERENCE PERIOD"),

          (ii)    in making any determination with respect to the incurrence or
     assumption of any Indebtedness during the Reference Period or subsequent to
     the Reference Period and on or prior to the date of the transaction
     referenced in clause (i) above (the "TRANSACTION DATE"), (x) all
     Indebtedness (including Indebtedness incurred or assumed and for which the
     financial effect is being calculated, whether incurred under this Agreement
     or otherwise, but excluding normal fluctuations in revolving indebtedness
     incurred for working capital purposes and not to finance any acquisition or
     the making of a Dividend) incurred or permanently repaid during the
     Reference Period shall be deemed to have been incurred or repaid at the
     beginning of such period, (y) Consolidated Interest

                                      -106-
<Page>

     Expense of such Person attributable to interest or dividends on any
     Indebtedness, as the case may be, bearing floating interest rates should be
     computed on a PRO FORMA basis as if the rate in effect on the Transaction
     Date had been the applicable rate for the entire period and (z)
     Consolidated Interest Expense will be increased or reduced by the net cost
     (including amortization of discount) or benefit (after giving effect to
     amortization of discount) associated with the Interest Rate Protection
     Agreements, which will remain in effect for the twelve-month period after
     the Transaction Date and which shall have the effect of fixing the interest
     rate on the date of computation; and

          (iii)   in making any determination of Consolidated EBITDA, PRO FORMA
     effect shall be given to any Acquisition and any Asset Sale, in each case
     which occurred during the Reference Period or subsequent to the Reference
     Period and prior to the Transaction Date, as if such Acquisition or Asset
     Sale, as the case may be, occurred on the first day of the Reference
     Period.

All PRO FORMA determinations required above shall be determined in accordance
with GAAP. For purposes of this definition, whenever PRO FORMA effect is to be
given to any occurrence or event, the PRO FORMA calculation shall be determined
in good faith by a responsible financial or accounting officer of the
Corporation.

          "PROJECTIONS" shall have the meaning provided in Section 5.10(i).

          "QUALIFIED PREFERRED STOCK" shall mean any preferred stock of the
Corporation so long as the terms of any such preferred stock (i) do not provide
any collateral security, (ii) do not provide any guaranty or other support by
the Corporation or any Subsidiaries of the Corporation, (iii) do not contain any
mandatory put, redemption, repayment, sinking fund or other similar provision
occurring before December 31, 2008, (iv) do not contain any covenants other than
periodic reporting requirements, (v) do not grant the holders thereof any voting
rights except for (x) voting rights required to be granted to such holders under
applicable law and (y) limited customary voting rights on fundamental matters
such as mergers, consolidations, sales of all or substantially all of the assets
of the Corporation or liquidations involving the Corporation, and (vi) do not
provide for the conversion into, or the exchange for (unless at the sole
discretion of the issuer thereof), debt securities.

          "QUARTERLY PAYMENT DATE" shall mean the last Business Day of each
April, July, October and January occurring after the Effective Date.

          "RATING AGENCIES" shall mean both S&P and Moody's.

          "RCRA" shall mean the Resource Conservation and Recovery Act, as the
same may be amended from time to time, 42 U.S.C. Section 6901 ET SEQ.

          "REAL PROPERTY" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

          "REFERENCE PERIOD" shall have the meaning provided in the definition
of PRO FORMA Basis.

                                      -107-
<Page>

          "REFINANCING" shall mean and include (i) the refinancing and repayment
in full of all amounts outstanding under, and the termination in full of all
commitments and letters of credit in respect of, the Indebtedness to be
Refinanced (or (x) in the case of Existing Letters of Credit, the incorporation
thereof hereunder as Letters of Credit pursuant to Section 2.01(c) and (y) in
the case of Existing Bankers' Acceptances, the roll-over and continuation
thereof as Bankers' Acceptances hereunder pursuant to Section 1.15(b)) and (ii)
the consummation of the related transactions described in Section 5.05.

          "REFINANCING DOCUMENTS" shall mean each of the agreements, documents
and instruments entered into in connection with the Refinancing.

          "REFINANCING INDEBTEDNESS" shall have the meaning provided in Section
9.04.

          "REGISTER" shall have the meaning provided in Section 13.15.

          "REGULATION D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

          "REGULATION T" shall mean Regulation T of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

          "REGULATION U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

          "REGULATION X" shall mean Regulation X of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

          "RELEASE" means disposing, discharging, injecting, spilling, pumping,
leaking, leaching, dumping, emitting, escaping, emptying, pouring or migrating,
into or upon any land or water or air, or otherwise entering into the
environment.

          "RELEVANT EXTENSION REQUIREMENTS" shall mean, with respect to the
delivery of the notice pursuant to Section 1.21 or the extension of the original
Maturity Date pursuant to Section 1.21, the satisfaction of each of the
following conditions: (i) no Default or Event of Default shall have occurred and
be continuing at such time, both before and immediately after giving effect to
such delivery or such extension, as the case may be, (ii) all representations
and warranties contained herein and in the other Credit Documents shall be true
and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
request or extension (both before and after giving effect thereto), unless
stated to relate to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date, (iii) with respect to the extension of the original Maturity Date
pursuant to Section 1.21 only, the Corporation shall have paid to each Lender
the Extension Fee owed to such Lender pursuant to Section 3.01(g) and (iv) an
Authorized Officer of the Corporation shall have delivered to the Administrative
Agent an

                                      -108-
<Page>

officer's certificate certifying as to compliance with preceding clauses (i),
(ii) and (iii) (if applicable)

          "REPAYMENT SCHEDULE" shall mean (x) at any time prior to the extension
of the Maturity Date pursuant to Section 1.21, the repayments listed under
Column A of the table appearing in Section 4.02(b) and (y) at any time on and
after the extension of the Maturity Date pursuant to Section 1.21, the
repayments listed under Column B of the table appearing in Section 4.02(b).

          "REPLACED LENDER" shall have the meaning provided in Section 1.14.

          "REPLACEMENT" shall have the meaning provided in Section 1.14.

          "REPLACEMENT LENDER" shall have the meaning provided in Section 1.14.

          "REPLY DATE" shall have the meaning provided in Section 1.04(b).

          "REPORTABLE EVENT" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan that is subject to Title IV of ERISA other than
those events as to which the 30-day notice period is waived under subsection
.22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

          "REQUIRED LENDERS" shall mean Non-Defaulting Lenders the sum of whose
outstanding Term Loans (and, prior to the termination thereof, Initial Term Loan
Commitments) and Revolving Loan Commitments (or after the termination thereof,
outstanding Revolving Loans and Competitive Bid Loans and Participations in
Letter of Credit Outstandings and outstanding Swingline Loans) represent an
amount greater than 50% of the sum of all outstanding Term Loans (and, if prior
to the termination thereof, Initial Term Loan Commitments) of Non-Defaulting
Lenders and the Total Revolving Loan Commitment less the Revolving Loan
Commitments of Defaulting Lenders (or after the termination of the Total
Revolving Loan Commitment, the sum of the then total outstanding Revolving Loans
and Competitive Bid Loans of Non-Defaulting Lenders, and the aggregate
participations of all Non-Defaulting Lenders of Letter of Credit Outstandings
and outstanding Swingline Loans at such time). For purposes of determining
Required Lenders, all outstanding Loans and Commitments, as the case may be,
that are denominated in Dollars will be calculated in Dollars and all Loans and
Commitments, as the case may be, denominated in an Alternate Currency will be
calculated according to the Dollar Equivalent thereof.

          "REQUIREMENTS OF LAW" means, as to any Person, the certificate of
incorporation or formation and by-laws or other organizational or governing
documents of such Person, and all foreign federal, state and local laws, rules
and regulations, including, without limitation, foreign federal, state or local
securities, antitrust and licensing laws, all food, health and safety laws, and
all applicable trade laws and requirements, including, without limitation, all
disclosure requirements of Environmental Laws, ERISA and all orders, judgments,
decrees or other determinations of any Governmental Authority or arbitrator,
applicable to or binding upon such Person, its business or any of its property
or to which such Person, its business or any of its property is subject.

                                      -109-
<Page>

          "REVOLVING CREDIT EXPOSURE" shall mean, for any RL Lender at any time,
the sum of (i) the aggregate principal amount of all Revolving Loans made by
such Lender (and its affiliates, if any, acting as Alternate Currency Lenders)
(for this purpose, (x) at all times prior to the occurrence of any Sharing Event
and the automatic conversion of Alternate Currency Revolving Loans to Dollar
Revolving Loans pursuant to Section 1.17, using the Dollar Equivalent of the
principal amount or Face Amount, as the case may be, of all Alternate Currency
Revolving Loans then outstanding from such RL Lender or any affiliate thereof
acting as an Alternate Currency Lender and (y) at all times after the occurrence
of any Sharing Event, giving effect to the conversions required by Section 1.17
and to all participations purchased by such RL Lender pursuant to Section 1.17),
PLUS (ii) the product of (A) such Lender's Dollar Percentage (or, after the
occurrence of a Sharing Event, its RL Percentage) and (B) the sum of (x) the
aggregate amount of all Letter of Credit Outstandings at such time and (y) the
aggregate principal amount of all Swingline Loans then outstanding.

          "REVOLVING CREDIT PERIOD" shall mean the period from and including the
Initial Borrowing Date to but not including the Maturity Date.

          "REVOLVING LOAN" shall have the meaning provided in Section 1.01(b).

          "REVOLVING LOAN COMMITMENT" shall mean, for each Lender, the amount
set forth opposite such Lender's name in Schedule I-A directly below the column
entitled "Revolving Loan Commitment," as the same may be (x) reduced from time
to time pursuant to Sections 3.02, 3.03 and/or 10, (y) adjusted from time to
time as a result of assignments to or from such Lender pursuant to Section 1.14
or 13.04(b), or (z) increased from time to time pursuant to Section 1.20.

          "REVOLVING NOTES" shall mean each Dollar Revolving Note, each Canadian
Dollar Revolving Note, each Euro Revolving Note and each Sterling Revolving
Note.

          "RIGHTS" shall have the meaning specified in the Rights Agreement.

          "RIGHTS AGREEMENT" shall mean the Rights Agreement between the
Corporation and a Rights Agent, dated as of March 15, 1999, as the same may be
amended, modified or supplemented from time to time with the approval of the
Agents.

          "RL LENDER" shall mean, at any time, each Lender with a Revolving Loan
Commitment or with outstanding Revolving Loans at such time.

          "RL PERCENTAGE" of any Lender at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such Lender at such time the denominator of which is the Total
Revolving Loan Commitment at such time. Notwithstanding anything to the contrary
contained above, if the RL Percentage of any Lender is to be determined after
the Total Revolving Loan Commitment has been terminated, then the RL Percentages
of the Lenders shall be determined immediately prior (and without giving effect)
to such termination.

          "S&P" shall mean Standard & Poor's Ratings Services.

                                      -110-
<Page>

          "SCHEDULED EXISTING INDEBTEDNESS" shall have the meaning provided in
Section 7.17.

          "SCHEDULED REPAYMENT" shall have the meaning provided in Section
4.02(b).

          "SCHEDULED REPAYMENT DATE" shall have the meaning provided in Section
4.02(b).

          "SEC" shall have the meaning provided in Section 8.01(f).

          "SECTION 4.04(b)(ii) CERTIFICATE" shall have the meaning provided in
Section 4.04(b)(ii).

          "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

          "SECURITIES EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

          "SENIOR NOTE DOCUMENTS" shall mean the Senior Notes and the other
instruments, indentures, documents and agreements entered into in connection
with the issuance of the Senior Notes, as the same may be amended, modified and
or supplemented from time to time in accordance with the terms thereof.

          "SENIOR NOTES" shall mean shall mean the Existing Senior Notes and any
other senior notes of the Corporation evidencing senior Indebtedness incurred or
issued by the Corporation after the Effective Date.

          "SHARING EVENT" shall mean (i) the occurrence of any Event of Default
with respect to any Borrower pursuant to Section 10.05, (ii) the declaration of
the Total Commitment terminated, or the acceleration of the maturity of any
Loans, in each case pursuant to the last paragraph of Section 10 or (iii) the
failure of any Borrower to pay any principal of, Face Amount of, or interest on,
Loans or any Letter of Credit Obligations on the Maturity Date.

          "SHERATON" shall mean Sheraton Holding Corporation, a Nevada
corporation formerly known as ITT Corporation.

          "SHERATON GUARANTY" shall have the meaning provided in Section 5.09.

          "SIGNIFICANT ACQUISITION" shall mean shall mean any Acquisition by the
Corporation or any of its Subsidiaries involving aggregate consideration
(including cash, Indebtedness assumed or incurred in connection therewith and
the fair market value of all other consideration (determined in good faith by
senior management of the Corporation) payable in connection therewith) of
$250,000,000 or more.

          "SIGNIFICANT DISPOSITION" shall mean shall mean any Asset Sale which
generates gross cash proceeds of at least $250,000,000.

                                      -111-
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          "SLT RLP" shall mean SLT Realty Limited Partnership, a Delaware
limited partnership.

          "SPECIFIED DEFAULT" shall mean any Default existing pursuant to any of
Sections 10.01, 10.05 or 10.09 of this Agreement.

          "STANDBY LETTER OF CREDIT" shall have the meaning provided in Section
2.01(a).

          "START DATE" shall mean, with respect to any Margin Adjustment Period,
the first day of such Margin Adjustment Period.

          "STARWOOD ITALIA" shall mean Starwood Italia S.R.L. and any successor
thereto.

          "STARWOOD REIT" shall mean Starwood Hotels & Resorts, a Maryland real
estate investment trust.

          "STARWOOD VACATION" shall mean Starwood Vacation Ownership, Inc., a
Florida corporation previously known as Vistana, Inc.

          "STATED AMOUNT" of each Letter of Credit shall, at any time, mean the
maximum amount available to be drawn thereunder (in each case determined without
regard to whether any conditions to drawing could then be met, but after giving
effect to all previous drawings made thereunder).

          "STERLING EQUIVALENT" shall mean, at any time for the determination
thereof, the amount of Pounds Sterling which could be purchased with the amount
of Dollars involved in such computation at the spot exchange rate therefore as
quoted by the Administrative Agent as of 11:00 A.M. (London time) on the date
two Business Days prior to the date of any determination thereof for purchase on
such date (or, in the case of any determination pursuant to Section 1.17 or
13.16 or Section 18 of the Sheraton Guaranty, on the date of determination).

          "STERLING EURO RATE" shall mean (i) the rate per annum that appears on
page 3750 of the Dow Jones Markets Screen (or any successor page) for Pounds
Sterling deposits with maturities comparable to the Interest Period applicable
to the Sterling Revolving Loans subject to the respective Borrowing commencing
two Business Days thereafter as of 11:00 A.M. (London time) on the date which is
two Business Days prior to the commencement of the respective Interest Period or
(ii) if such a rate does not appear on page 3750 of the Dow Jones Markets Screen
(or any successor page), the offered quotation to first-class banks in the
London interbank market by DB for Pounds Sterling deposits of amounts in
immediately available funds comparable to the outstanding principal amount of
the Sterling Revolving Loan of DB with maturities comparable to the Interest
Period applicable to such Sterling Revolving Loan commencing two Business Days
thereafter as of 11:00 A.M. (London time) on the date which is two Business Days
prior to the commencement of such Interest Period; PROVIDED that, in the event
the Administrative Agent has made any determination pursuant to Section
1.11(a)(i) in respect of Sterling Revolving Loans, or in the circumstances
described in clause (i) to the proviso to Section 1.11(b) in respect of Sterling
Revolving Loans, the Sterling Euro Rate determined pursuant to this definition
shall instead be the rate determined by DB as the all-in-cost of funds

                                      -112-
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for DB to fund such Sterling Revolving Loan with maturities comparable to the
Interest Period applicable thereto.

          "STERLING REVOLVING LOAN" shall mean each Alternate Currency Revolving
Loan denominated in Pounds Sterling at the time of the incurrence thereof.

          "STERLING REVOLVING NOTES" shall have the meaning provided in Section
1.06(a).

          "STOP ISSUE NOTICE" shall have the meaning provided in Section
2.03(b).

          "SUB-COMMITMENTS" shall mean, with respect to any RL Lender, the
Non-Alternate Currency Revolving Loan Sub-Commitment, if any, of such RL Lender,
the Canadian Dollar Revolving Loan Sub-Commitment, if any, of such RL Lender (or
its Affiliate which is acting as an Alternate Currency Lender), the Pounds
Sterling Revolving Loan Sub-Commitment, if any, of such RL Lender (or its
Affiliate which is acting as an Alternate Currency Lender) and the Euro
Revolving Loan Sub-Commitment, if any, of such RL Lender (or its Affiliate which
is acting as an Alternate Currency Lender).

          "SUBORDINATION AGREEMENT" shall have the meaning provided in Section
5.06(b).

          "SUBSIDIARY" shall mean, as to any Person, (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or
one or more Subsidiaries of such Person has more than a 50% equity interest at
the time.

          "SUPERMAJORITY LENDERS" of any Tranche shall mean those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if (x) all outstanding Obligations of the other Tranches under
this Agreement were repaid in full and all Commitments with respect thereto were
terminated and (y) the percentage "50%" contained therein were changed to
"66-2/3%."

          "SVO DEBT" shall mean all Indebtedness of Starwood Vacation and any of
its Subsidiaries incurred in connection with the Timeshare Business.

          "SWINGLINE EXPIRY DATE" shall mean the date which is five (5) Business
Days prior to the Maturity Date.

          "SWINGLINE LENDER" shall mean DB.

          "SWINGLINE LOAN" shall have the meaning provided in Section 1.01(c).

          "SWINGLINE NOTE" shall have the meaning provided in Section 1.06(a).

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          "SYNDICATION AGENT" shall have the meaning provided in the first
paragraph of this Agreement.

          "SYNDICATION DATE" shall mean the date upon which the Agents determine
in their sole discretion (and notify the Borrowers) that the primary syndication
(and resultant addition of institutions as Lenders pursuant to Section 13.04)
has been completed.

          "TAX AFFILIATE" means, as to any Person, (i) any Subsidiary of such
Person and (ii) any Affiliate of such Person with which such Person files or is
eligible to file consolidated, combined or unitary tax returns.

          "TAX RETURNS" shall have the meaning provided in Section 7.07.

          "TAXES" shall have the meaning provided in Section 4.04(a).

          "TERM LOAN" shall mean, collectively, each Initial Term Loan and each
Incremental Term Loan.

          "TERM NOTE" shall have the meaning provided in Section 1.06(a).

          "TEST DATE" shall mean the last day of each fiscal quarter ended after
the Initial Borrowing Date.

          "TEST PERIOD" shall mean each period of four consecutive fiscal
quarters of the Corporation then last ended (in each case taken as one
accounting period).

          "THIRD PARTY EXISTING INDEBTEDNESS" shall have the meaning provided in
Section 7.17.

          "TIMESHARE BUSINESS" shall mean (i) the acquisition, development,
operation, management and sale of Vacation Resorts, including, without
limitation, VOIs and (ii) providing customers who purchase VOIs at Vacation
Resorts financing for such purposes (collectively, together with any and all
business that in the good faith judgment of the board of directors of the
Corporation or Starwood Vacation are materially related to the foregoing).

          "TOTAL ALTERNATE CURRENCY REVOLVING LOAN SUB-COMMITMENT" at any time
shall mean the sum of the Alternate Currency Revolving Loan Sub-Commitments of
all the Alternate Currency Lenders; PROVIDED that at no time shall the Total
Alternate Currency Revolving Loan Sub-Commitment exceed (x) $350,000,000 or, if
less, (y) the Total Revolving Loan Commitment as then in effect.

          "TOTAL CANADIAN DOLLAR REVOLVING LOAN SUB-COMMITMENT" means, at any
time, (x) the sum of the Canadian Dollar Revolving Loan Sub-Commitments of all
Alternate Currency Lenders at such time or, if less, (y) the Total Canadian
Dollar Revolving Loan Sub-Commitment as then in effect pursuant to Section 1.18.

          "TOTAL COMMITMENT" shall mean, at any time, the sum of the Commitments
of each of the Lenders.

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          "TOTAL INCREMENTAL TERM LOAN COMMITMENT" shall mean, at any time, the
sum of the Incremental Term Loan Commitments of each of the Lenders.

          "TOTAL INITIAL TERM LOAN COMMITMENT" shall mean, at any time, the sum
of the Initial Term Loan Commitments of each of the Lenders.

          "TOTAL NON-ALTERNATE CURRENCY REVOLVING LOAN SUB-COMMITMENT" at any
time shall mean the sum of the Non-Alternate Currency Revolving Loan
Sub-Commitments of all the Lenders; PROVIDED that at no time shall the Total
Non-Alternate Currency Revolving Loan Sub-Commitment exceed the Total Revolving
Loan Commitment as then in effect.

          "TOTAL NON-ALTERNATE CURRENCY REVOLVING LOAN SUB-COMMITMENT EXCESS"
shall have the meaning provided in Section 4.01.

          "TOTAL REVOLVING LOAN COMMITMENT" shall mean, at any time, the sum of
the Revolving Loan Commitments of each of the Lenders.

          "TOTAL UNUTILIZED REVOLVING LOAN COMMITMENT" shall mean, at any time,
an amount equal to the remainder of (x) the Total Revolving Loan Commitment then
in effect, LESS (y) the sum of (I) the aggregate principal amount of Revolving
Loans then outstanding (for this purpose, taking the Dollar Equivalent thereof
in the case of Alternate Currency Revolving Loans then outstanding) PLUS (II)
the aggregate principal amount of Swingline Loans then outstanding PLUS (III)
the then aggregate amount of Letter of Credit Outstandings PLUS (IV) the
aggregate principal amount of all Competitive Bid Loans then outstanding;
PROVIDED that for purposes of all determinations of the Applicable Commitment
Commission Percentage, the amounts described in subclauses (y)(II) and (y)(IV)
above shall be deemed to be $0.

          "TRADE LETTER OF CREDIT" shall have the meaning provided in Section
2.01(a).

          "TRANCHE" shall mean the respective facility and commitments utilized
in making Loans hereunder, with there being four separate Tranches, i.e.,
Initial Term Loans, Incremental Term Loans, Revolving Loans and Swingline Loans.

          "TRANSACTION" shall mean, collectively, (i) the Refinancing, (ii) the
entering into of the Credit Documents and the incurrence of Loans on the Initial
Borrowing Date and (iii) the payment of fees and expenses owing in connection
with the foregoing.

          "TREATY" means the Treaty establishing the European Community being
the Treaty of Rome of March 25, 1957, as amended by the Single European Act
1986, the Maastricht Treaty (which was signed at Maastricht on February 7, 1992)
and the Treaty of Amsterdam (which was signed in Amsterdam on October 2, 1997).

          "TYPE" shall mean the type of Loan determined with regard to the
interest option applicable thereto, i.e., whether a Base Rate Loan, a Eurodollar
Loan, a Canadian Prime Rate Loan, a Bankers' Acceptance Loan, a Sterling
Revolving Loan or a Euro Revolving Loan.

          "UNCONSOLIDATED JOINT VENTURE" means, with respect to any Person, at
any date, any other Person in whom such Person holds Capital Stock but does not
hold a majority of

                                      -115-
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voting securities or otherwise hold a controlling stake, and such other Person
accounted for in the financial statements of such Person on either an equity or
cost basis of accounting and whose financial results would not be consolidated
in the financial statements of such Person, if such statements were prepared in
accordance with GAAP as of such date.

          "UNFUNDED CURRENT LIABILITY" of any Plan shall mean the amount, if
any, by which the actuarial present value of the accumulated plan benefits under
the Plan as of the close of its most recent plan year, determined in accordance
with actuarial assumptions at such time consistent with Statement of Financial
Accounting Standards No. 87, exceeds the market value of the assets allocable
thereto.

          "UNITED STATES" and "U.S." shall each mean the United States of
America.

          "UNPAID DRAWING" shall have the meaning provided for in Section
2.05(a).

          "UNSECURED DEBT RATING" means the rating assigned by a Rating Agency
to the Corporation's long-term senior unsecured Indebtedness (which Indebtedness
may be guaranteed, but only by Sheraton).

          "UNSECURED INDEBTEDNESS" of any Person means any Indebtedness of such
Person and its Subsidiaries for which the obligations thereunder are not secured
or collateralized by a pledge of or other Lien on any Assets of such Person or
its Subsidiaries.

          "UNUTILIZED ALTERNATE CURRENCY REVOLVING LOAN SUB-COMMITMENT" means,
as to any Alternate Currency Lender (including any of its affiliates which acts
as an Alternate Currency Lender with respect to one or more other Alternate
Currencies) at any time, the sum of the Alternate Currency Revolving Loan
Sub-Commitments of such Alternate Currency Lender and its affiliates at such
time minus the Dollar Equivalent of the aggregate principal amount or Face
Amount, as the case may be, of all Alternate Currency Revolving Loans of such
Alternate Currency Lender (and its respective affiliates) then outstanding.

          "UNUTILIZED ALTERNATE CURRENCY RL PERCENTAGE" of any Lender, at any
time, shall mean a fraction (expressed as a percentage) the numerator of which
is the Unutilized Alternate Currency Revolving Loan Sub-Commitment of such
Lender (and its respective affiliates which act as Alternate Currency Lenders)
at such time and the denominator of which is the aggregate amount of Unutilized
Alternate Currency Revolving Loan Sub-Commitments of all Alternate Currency
Lenders at such time.

          "UNUTILIZED REVOLVING LOAN COMMITMENT" with respect to any Lender, at
any time, shall mean an amount equal to the remainder of (I) such Lender's
Revolving Loan Commitment at such time LESS (II) the sum of (x) the aggregate
principal amount of Revolving Loans of such Lender (including any Affiliate of
any such Lender acting as an Alternate Currency Lender) then outstanding (taking
the Dollar Equivalent of the principal amount or Face Amount, as the case may
be, in the case of any Alternate Currency Revolving Loans then outstanding) and
(y) such Lender's Dollar Percentage (or, after a Sharing Event has occurred, its
RL Percentage) of the Letter of Credit Outstandings at such time.

                                      -116-
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          "VACATION RESORTS" shall mean the vacation ownership resorts acquired,
developed, operated, managed and sold by Starwood Vacation and its Subsidiaries.

          "VOIS" shall mean resorts having vacation ownership interests,
interval ownership interests, timeshare estates, timeshare licenses, vacation
clubs, right-to-use programs or other forms of vacation ownership programs.

          "WHOLLY-OWNED FOREIGN SUBSIDIARY" of any Person shall mean any
Subsidiary of such Person which is both a Foreign Subsidiary and a Wholly-Owned
Subsidiary of such Person.

          "WHOLLY-OWNED SUBSIDIARY" shall mean, as to any Person, (i) any
corporation 100% of whose Capital Stock is at the time owned by such Person
and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any
partnership, limited liability company, association, joint venture or other
entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such
Person has a 100% equity interest at such time.

          SECTION 12. THE AGENTS.

          12.01 APPOINTMENT. The Lenders hereby designate (x) DB as
Administrative Agent, (y) JPMorgan Chase Bank as Syndication Agent and (z) Bank
of America, N.A., Fleet National Bank and Societe Generale, as Co-Documentation
Agents, in each case to act as specified herein and in the other Credit
Documents. Each Lender hereby irrevocably authorizes, and each holder of any
Note by the acceptance of such Note shall be deemed irrevocably to authorize,
any Agent to take such action on its behalf under the provisions of this
Agreement, the other Credit Documents and any other instruments and agreements
referred to herein or therein and to exercise such powers and to perform such
duties hereunder and thereunder as are specifically delegated to or required of
such Agent by the terms hereof and thereof and such other powers as are
reasonably incidental thereto. Each Agent may perform any of its duties
hereunder by or through its respective officers, directors, agents, employees or
affiliates.

          12.02 NATURE OF DUTIES. (a) No Agent shall have any duties or
responsibilities except those expressly set forth in this Agreement and in the
other Credit Documents. No Agent nor any of its respective officers, directors,
agents, employees or affiliates shall be liable for any action taken or omitted
by it or them hereunder or under any other Credit Document or in connection
herewith or therewith, unless caused by its or their gross negligence or willful
misconduct. The duties of the Agents shall be mechanical and administrative in
nature; no Agent shall have by reason of this Agreement or any other Credit
Document a fiduciary relationship in respect of any Lender or the holder of any
Note; and nothing in this Agreement or any other Credit Document, expressed or
implied, is intended to or shall be so construed as to impose on any Agent any
obligations in respect of this Agreement or any other Credit Document except as
expressly set forth herein or therein.

          (b)     Notwithstanding any other provision of this Agreement or any
provision of any other Credit Document, each of the Joint Lead Arrangers and the
Co-Documentation Agents are named as such for recognition purposes only, and in
their respective capacities as such shall have no powers, duties,
responsibilities or liabilities with respect to this Agreement or the other
Credit Documents or the transactions contemplated hereby and thereby; it being

                                      -117-
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understood and agreed that the Joint Lead Arrangers and the Co-Documentation
Agents shall be entitled to all indemnification and reimbursement rights in
favor of "Agents" as, and to the extent, provided for under Sections 12.06 and
13.01. Without limitation of the foregoing, none of the Joint Lead Arrangers or
the Co-Documentation Agents shall, solely by reason of this Agreement or any
other Credit Documents, have any fiduciary relationship in respect of any Lender
or any other Person.

          12.03 LACK OF RELIANCE ON THE AGENTS. Independently and without
reliance upon any Agent (for purposes of this Section 12.03, the term "Agent"
shall include all officers, directors, agents, employees and affiliates of the
respective Agent), each Lender and the holder of each Note, to the extent it
deems appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Borrowers and their
Subsidiaries in connection with the making and the continuance of the Loans and
the taking or not taking of any action in connection herewith and (ii) its own
appraisal of the creditworthiness of the Borrowers and their Subsidiaries and,
except as expressly provided in this Agreement, no Agent shall have any duty or
responsibility, either initially or on a continuing basis, to provide any Lender
or the holder of any Note with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or at
any time or times thereafter. No Agent shall be responsible to any Lender or the
holder of any Note for any recitals, statements, information, representations or
warranties herein or in any document, certificate or other writing delivered in
connection herewith or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of this
Agreement or any other Credit Document or the financial condition of any
Borrower or any of its Subsidiaries or be required to make any inquiry
concerning either the performance or observance of any of the terms, provisions
or conditions of this Agreement or any other Credit Document, or the financial
condition of any Borrower or any of its Subsidiaries or the existence or
possible existence of any Default or Event of Default.

          12.04 CERTAIN RIGHTS OF THE AGENTS. If any Agent shall request
instructions from the Required Lenders with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, such Agent shall be entitled to refrain from such act or taking such
action unless and until such Agent shall have received instructions from the
Required Lenders; and such Agent shall not incur liability to any Person by
reason of so refraining. Without limiting the foregoing, no Lender and no holder
of any Note shall have any right of action whatsoever against any Agent as a
result of such Agent acting or refraining from acting hereunder or under any
other Credit Document in accordance with the instructions of the Required
Lenders.

          12.05 RELIANCE. Each Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
any Person that such Agent believed to be the proper Person, and, with respect
to all legal matters pertaining to this Agreement and any other Credit Document
and its duties hereunder and thereunder, upon advice of counsel selected by such
Agent.

          12.06 INDEMNIFICATION. To the extent any Agent is not reimbursed and
indemnified by the Credit Parties, the Lenders will reimburse and indemnify such
Agent, its

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affiliates, and their respective officers, directors, agents and employees, in
proportion to their respective "percentages" as used in determining the Required
Lenders (for this purpose, determined as if there were no Defaulting Lenders at
such time), for and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, costs, expenses or disbursements
of whatsoever kind or nature which may be imposed on, asserted against or
incurred by such Agent in performing its respective duties hereunder or under
any other Credit Document, in any way relating to or arising out of this
Agreement or any other Credit Document; PROVIDED that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements to the extent
resulting from the such Agent's gross negligence or willful misconduct.

          12.07 EACH AGENT IN ITS INDIVIDUAL CAPACITY. With respect to its
obligation to make Loans, or issue or participate in Letters of Credit, under
this Agreement, each Agent shall have the rights and powers specified herein for
a "Lender" and may exercise the same rights and powers as though it were not
performing the duties specified herein; and the term "Lenders," "Required
Lenders," "Supermajority Lenders," "holders of Notes" or any similar terms
shall, unless the context clearly otherwise indicates, include each Agent in its
individual capacity. Each Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, investment banking, trust or other
business with any Credit Party or any Affiliate of any Credit Party as if it
were not performing the duties specified herein, and may accept fees and other
consideration from any Credit Party for services in connection with this
Agreement and otherwise without having to account for the same to the Lenders.

          12.08 HOLDERS. The Administrative Agent may deem and treat the payee
of any Note as the owner thereof for all purposes hereof unless and until a
written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or indorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

          12.09 RESIGNATION BY, OR REMOVAL OF, THE AGENTS. (a) Any Agent
(including, without limitation, the Administrative Agent) may resign from the
performance of all its functions and duties hereunder and/or under the other
Credit Documents at any time by giving 30 days' prior written notice to the
Lenders and the Borrowers. Any such resignation by an Agent hereunder shall also
constitute its resignation (if applicable) as an Issuing Bank and Swingline
Lender, in which case the resigning Agent (x) shall not be required to issue any
further Letters of Credit or make any additional Swingline Loans hereunder and
(y) shall maintain all of its rights as Issuing Bank or Swingline Lender, as the
case may be, with respect to any Letters of Credit issued by it, or Swingline
Loans made by it, prior to the date of such resignation. Such resignation shall
take effect upon the appointment of a successor Agent pursuant to clauses (b)
and (c) below or as otherwise provided below; PROVIDED that the Syndication
Agent may resign from the performance of its functions and duties hereunder at
any time by giving notice to the Borrowers, the Administrative Agent and the
Lenders, which resignation shall take effect upon delivery of such notice.
Furthermore, any Agent may be removed by the Required Lenders in the event that
such Agent committed a willful breach of, or was grossly negligent in the

                                      -119-
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performance of, its material obligations hereunder (as determined by a court of
competent jurisdiction in a final, non-appealable decision).

          (b)     Except in the case of a resignation as provided in the proviso
appearing in the first sentence of Section 12.09(a), upon any notice of
resignation by, or the removal of, any Agent, the Required Lenders shall appoint
a successor Agent hereunder who shall be a commercial bank or trust company
reasonably acceptable to the Corporation; PROVIDED that if the Administrative
Agent is resigning, or is removed, and JPMorgan Chase Bank is an Agent at such
time, then JPMorgan Chase Bank shall first be offered the opportunity to act as
successor Administrative Agent.

          (c)     If a successor Agent shall not have been so appointed within
such 30 day period, the resigning Agent, with the consent of the Corporation
(which consent shall not be unreasonably withheld or delayed), shall then
appoint a successor Agent who shall serve as Agent hereunder or thereunder until
such time, if any, as the Required Lenders appoint a successor Agent as provided
above.

          (d)     If no successor Agent has been appointed pursuant to clause
(b) or (c) above by the 40th day after the date such notice of resignation was
given by the resigning Agent, the resigning Agent's resignation shall become
effective and the Required Lenders shall thereafter perform all the duties of
such Agent hereunder and/or under any other Credit Document until such time, if
any, as the Required Lenders appoint a successor Agent as provided above.

          (e)     Upon a resignation or removal of any Agent pursuant to this
Section 12.09, such Agent shall remain indemnified to the extent provided in
this Agreement and the other Credit Documents and the provisions of this Section
12 shall continue in effect for the benefit of such Agent for all of its actions
and inactions while serving as an Agent.

          SECTION 13. MISCELLANEOUS.

          13.01 PAYMENT OF EXPENSES, ETC. The Borrowers jointly and severally
agree that they shall: (i) whether or not the transactions herein contemplated
are consummated, pay all reasonable out-of-pocket costs and expenses of the
Agents (including, without limitation, the reasonable fees and disbursements of
White & Case LLP and the Agents' local and foreign counsel and consultants) in
connection with the preparation, execution and delivery of this Agreement and
the other Credit Documents and the documents and instruments referred to herein
and therein and any amendment, waiver or consent relating hereto or thereto, of
the Agents in connection with their syndication efforts with respect to this
Agreement and of the Agents (and, after the occurrence of an Event of Default,
each of the Lenders) in connection with the enforcement of this Agreement and
the other Credit Documents and the documents and instruments referred to herein
and therein (including, without limitation, the reasonable fees and
disbursements of counsel for each Agent and each Lender); (ii) pay and hold each
of the Lenders harmless from and against any and all present and future stamp,
excise and other similar documentary taxes with respect to the foregoing matters
and save each of the Lenders harmless from and against any and all liabilities,
obligations, losses, damages, penalties and claims with respect to or resulting
from any delay or omission (other than to the extent attributable to such
Lender) to pay such taxes; and (iii) indemnify each Agent and each Lender, and
each of their

                                      -120-
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respective officers, directors, employees, representatives and agents from and
hold each of them harmless against any and all liabilities, obligations
(including removal or remedial actions), losses, damages, penalties, claims,
actions, judgments and suits, and all reasonable costs, expenses and
disbursements (including reasonable attorneys' and consultants' fees and
disbursements) incurred by, imposed on or assessed against any of them as a
result of, or arising out of, or in any way related to, or by reason of, (a) any
investigation, litigation or other proceeding (whether or not any Agent or any
Lender is a party thereto) related to the entering into and/or performance of
this Agreement or any other Credit Document or the use of any Letter of Credit
or the proceeds of any Loans hereunder or the consummation of any transactions
contemplated herein or in any other Credit Document or the exercise of any of
their rights or remedies provided herein or in the other Credit Documents, or
(b) the actual or alleged presence of Hazardous Materials in the air, surface
water or groundwater or on the surface or subsurface of any Real Property at any
time owned or operated by any Borrower or any of its Subsidiaries, the
generation, storage, transportation, handling, disposal or Release of Hazardous
Materials at any Real Property, whether or not owned or operated by any Borrower
or any of its Subsidiaries, the non-compliance of any Real Property with
foreign, federal, state and local laws, regulations, and ordinances (including
applicable permits thereunder) applicable to any Real Property, or any
Environmental Claim asserted against, in connection with or arising from, any
Borrower, any of its Subsidiaries or any Real Property at any time owned or
operated by any Borrower or any of its Subsidiaries, including, in each case,
without limitation, the reasonable fees and disbursements of counsel and other
consultants incurred in connection with any such investigation, litigation or
other proceeding (but excluding any losses, liabilities, claims, damages or
expenses to the extent incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified). To the extent that the undertaking
to indemnify, pay or hold harmless any Agent or any Lender set forth in the
preceding sentence may be unenforceable because it is violative of any law or
public policy, the Borrowers shall make the maximum contribution to the payment
and satisfaction of each of the indemnified liabilities which is permissible
under applicable law.

          13.02 RIGHT OF SETOFF. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence of an Event of Default, each Lender is hereby
authorized (to the extent not prohibited by applicable law) at any time or from
time to time, without presentment, demand, protest or other notice of any kind
to any Credit Party or to any other Person, any such notice being hereby
expressly waived, to set off and to appropriate and apply any and all deposits
(general or special) and any other Indebtedness at any time held or owing by
such Lender (including, without limitation, by branches and agencies of such
Lender wherever located) to or for the credit or the account of any Credit Party
against and on account of the Obligations and liabilities of such Credit Party
to such Lender under this Agreement or under any of the other Credit Documents,
including, without limitation, all interests in Obligations purchased by such
Lender pursuant to Section 13.06(b), and all other claims of any nature or
description arising out of or connected with this Agreement or any other Credit
Document, irrespective of whether or not such Lender shall have made any demand
hereunder and although said Obligations, liabilities or claims, or any of them,
shall be contingent or unmatured.

          13.03 NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex,

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telecopier or cable communication) and mailed, telegraphed, telexed, telecopied,
cabled or delivered: if to any Credit Party, at the address specified opposite
its signature below or in the other relevant Credit Documents; if to any Lender,
at its address specified on Schedule II; and if to the Administrative Agent, at
its Notice Office; or, as to any Credit Party or any Agent, at such other
address as shall be designated by such party in a written notice to the other
parties hereto and, as to each Lender, at such other address as shall be
designated by such Lender in a written notice to the Corporation and the
Administrative Agent. All such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be
effective (x) three Business Days after deposited in the mails, (y) one Business
Day after delivered to the telegraph company, cable company or a recognized
overnight courier, as the case may be, or (z) when sent by telex or telecopier,
except that notices and communications to the Agents shall not be effective
until received by the Agents.

          13.04 BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS. (a) This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto; PROVIDED,
HOWEVER, that no Borrower may assign or transfer any of its rights, obligations
or interest hereunder or under any Credit Document without the prior written
consent of the Agents and all the Lenders (except that, with the consent of the
Required Lenders, the Corporation may assign or transfer its rights hereunder
and under the other Credit Documents to which it is a party in connection with a
merger or consolidation with or into another Person as contemplated by (and in
accordance with the requirements of) Section 9.02) and, PROVIDED FURTHER, that,
although any Lender may transfer or grant participations in its rights hereunder
to any Eligible Transferee, such Lender shall remain a "Lender" for all purposes
hereunder (and may not transfer or assign all or any portion of its Revolving
Loan Commitments and/or outstanding Loans hereunder except as provided in
Section 13.04(b)) and the participant shall not constitute a "Lender" hereunder
and, PROVIDED FURTHER, that no Lender shall transfer or grant any participation
under which the participant shall have rights to approve any amendment to or
waiver of this Agreement or any other Credit Document except to the extent such
amendment or waiver would (i) extend the final scheduled maturity of any Loan or
Note, or the scheduled expiration date of any Letter of Credit in which such
participant is participating, beyond the Maturity Date (as the same may be
extended as provided in Section 1.21), or reduce the rate or extend the time of
payment of interest (except in connection with a waiver of applicability of any
post-default increase in interest rates) or Fees thereon or reduce the principal
amount thereof (except to the extent repaid in cash) (it being understood that
any amendment or modification to the financial definitions in this Agreement or
to Section 13.07(a) or (b) shall not constitute a reduction in any rate of
interest or fees for purposes of this clause (i), so long as the primary purpose
of the respective amendments or modifications to the financial definitions was
not to reduce the interest or Fees payable hereunder), or increase the amount of
the participant's participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
reduction in any Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment or Loan shall be permitted
without the consent of any participant if the participant's participation is not
increased as a result thereof), (ii) consent to the assignment or transfer by
any Borrower of any of its rights and obligations under this Agreement (except
that, with the consent of the Required Lenders, the Corporation may assign or
transfer its rights hereunder in connection with a merger or consolidation with
or into another Person as contemplated by (and in accordance with the
requirements of) Section 9.02) and (iii) release the Corporation or Sheraton
from its Guaranty (it

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being understood, however, that the assumption by another Person of the
Corporation's or Sheraton's obligations under the relevant Guaranty in
connection with a merger or consolidation of the Corporation or Sheraton, as the
case may be, with such other Person as contemplated by (and in accordance with
the requirements of) Section 9.02 shall not be construed to be a release of the
Corporation or Sheraton, as the case may be, from its Guaranty). In the case of
any such participation, the participant shall not have any rights under this
Agreement or any of the other Credit Documents (the participant's rights against
such Lender in respect of such participation to be those set forth in the
agreement executed by such Lender in favor of the participant relating thereto)
and the Borrowers shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
the other Credit Documents and all amounts payable by the Borrowers hereunder
shall be determined as if such Lender had not sold such participation.

          (b)     Notwithstanding the foregoing, any Lender (or any Lender
together with one or more other Lenders) may (x) assign all or a portion of its
Commitments and related outstanding Obligations (or, if the Commitments with
respect to the relevant Tranche have terminated, outstanding Obligations)
hereunder to an Eligible Transferee which is (i) (a) its parent company and/or
any affiliate of such Lender which is at least 50% owned by such Lender or its
parent company or (b) to one or more Lenders or (ii) in the case of any Lender
that is a fund that invests in bank loans, any other fund that invests in bank
loans and is managed or advised by the same investment advisor of such Lender or
by an Affiliate of such investment advisor, PROVIDED that in respect of any
assignment pursuant to preceding clauses (i) and (ii) of less than $5,000,000 in
the aggregate of such Lender's Commitments and related outstanding Obligations,
at the time of any such assignment the Lender shall provide the Administrative
Agent with the name of a single entity to receive all notices under this
Agreement on behalf of such assigning Lender and its affiliates, or (y) assign
all, or if less than all, a portion equal to at least $5,000,000 in the
aggregate for the assigning Lender or assigning Lenders, of such Commitments and
related outstanding Obligations (or, if the Commitments with respect to the
relevant Tranche have terminated, outstanding Obligations) hereunder to one or
more Eligible Transferees, each of which assignees shall become a party to this
Agreement as a Lender by execution of an Assignment and Assumption Agreement,
PROVIDED that, (i) the assignment by any Lender of its Alternate Currency
Revolving Loan Sub-Commitments (or any portion thereof) shall constitute the
assignment of a like amount of such Lender's (or its respective Affiliate's)
Revolving Loan Commitment, (ii) any assignment of all or any portion of the
Revolving Loan Commitment of any Lender shall be required to be accompanied by
the assignment of all or such portions of the Alternate Currency Revolving Loan
Sub-Commitments and/or Non-Alternate Currency Revolving Loan Sub-Commitment of
such Lender (or its respective Affiliate) as is equal, in the aggregate, to the
amount of the Revolving Loan Commitment being so assigned, (iii) any assignment
of all or any portion of the Revolving Loan Commitment and related outstanding
Obligations (or, if the Revolving Loan Commitment has terminated, any assignment
of Obligations originally extended pursuant to the Revolving Loan Commitments)
shall be made on a basis such that the respective assignee participates in
Revolving Loans, and in Letter of Credit Outstandings, in accordance with the
Revolving Loan Commitment (and Sub-Commitments described above) so assigned (or
if the Revolving Loan Commitment has terminated, on the same basis as
participated in by the Lenders with Revolving Loan Commitments (and
Sub-Commitments described above) prior to the termination thereof), (iv) at such
time Schedules I-A and, if applicable, I-B shall be deemed modified to reflect
the Commitments (or outstanding

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Term Loans, as the case may be) and, if applicable, Alternate Currency Revolving
Loan Sub-Commitments of such new Lender and of the existing Lenders, (v) upon
the surrender of the relevant Notes by the assigning Lender (or, upon such
assigning Lender's indemnifying the respective Borrower for any lost Note
pursuant to a customary indemnification agreement) new Notes will be issued, at
the Borrowers' expense, to such new Lender and to the assigning Lender upon the
request of such new Lender or assigning Lender, such new Notes to be in
conformity with the requirements of Section 1.06 (with appropriate
modifications) to the extent needed to reflect the revised Commitments (or
outstanding Term Loans, as the case may be), (vi) the consent of the
Administrative Agent (not to be unreasonably withheld or delayed) shall be
required in connection with any assignment to an Eligible Transferee pursuant to
clause (y) above, (vii) any assignment of all or any portion of the Revolving
Loan Commitment of any Lender (or, if the Revolving Loan Commitment has
terminated, any assignment which would include participations in outstanding
Letters of Credit and/or obligations to fund Mandatory Borrowings) shall require
the consent of the Swingline Lender (which consent will not be unreasonably
withheld or delayed), (viii) at any time when no Specified Default or Event of
Default is in existence, the approval of the Corporation shall be required
(except with respect to assignments pursuant to clause (x) above), which
approval shall not be unreasonably withheld or delayed, (ix) the Administrative
Agent shall receive at the time of each such assignment, from the assigning or
assignee Lender, the payment of a non-refundable assignment fee of $3,500, and
(x) promptly after such assignment, the Borrowers shall have received from the
Administrative Agent notice of any such assignment and of the identity,
nationality and applicable lending office of any such Eligible Transferee that
is not a United States Person (as defined in Section 7701(a)(30) of the Code),
together with the copy of the Assignment and Assumption Agreement relating
thereto and, PROVIDED FURTHER, that such transfer or assignment will not be
effective until recorded by the Administrative Agent on the Register pursuant to
Section 13.15 hereof. To the extent of any assignment pursuant to this Section
13.04(b), the assigning Lender shall be relieved of its obligations hereunder
with respect to its assigned Commitments and related Obligations. At the time of
each assignment pursuant to this Section 13.04(b) to a Person which is not
already a Lender hereunder and which is not a United States Person (as such term
is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes,
the respective assignee Lender shall, to the extent legally entitled to do so,
provide to the Corporation the U.S. Internal Revenue Forms (and, if applicable a
Section 4.04(b)(ii) Certificate) described Section 4.04(b). To the extent that
an assignment of all or any portion of a Lender's Commitments and related
outstanding Obligations pursuant to Section 1.14 or this Section 13.04(b) would,
at the time of such assignment, result in increased costs under Section 1.11,
1.16(b), 2.06 or 4.04 in excess of those being charged by the respective
assigning Lender prior to such assignment, then the Borrowers shall not be
obligated to pay such excess increased costs (although the Borrowers, in
accordance with and pursuant to the other provisions of this Agreement, shall be
obligated to pay the costs which are not in excess of those being charged by the
respective assigning Lender prior to such assignment and any subsequent
increased costs of the type described above resulting from changes after the
date of the respective assignment).

          (c)     Nothing in this Agreement shall prevent or prohibit any Lender
from pledging its Loans and Notes hereunder to a Federal Reserve Bank in support
of borrowings made by such Lender from such Federal Reserve Bank and, with the
consent of the Administrative Agent, any Lender which is a fund may pledge all
or any portion of its Notes or

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Loans to a trustee in support of its obligations to such trustee and others. No
pledge pursuant to this clause (c) shall release the transferor Lender from any
of its obligations hereunder.

          13.05 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part
of any Agent or any Lender in exercising any right, power or privilege hereunder
or under any other Credit Document and no course of dealing between any Borrower
or any other Credit Party and any Agent or any Lender shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights, powers and remedies herein or in any other
Credit Document expressly provided are cumulative and not exclusive of any
rights, powers or remedies which any Agent or any Lender would otherwise have.
No notice to or demand on any Credit Party in any case shall entitle any Credit
Party to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the rights of any Agent or any Lender to any other or
further action in any circumstances without notice or demand.

          13.06 PAYMENTS PRO RATA. (a) Except as otherwise provided in this
Agreement, the Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of any Borrower in respect of any Obligations
hereunder, it shall distribute such payment to the Lenders (other than any
Lender that has consented in writing to waive its PRO RATA share of any such
payment) PRO RATA based upon their respective shares, if any, of the Obligations
with respect to which such payment was received.

          (b)     Except to the extent that this Agreement provides for payments
to be allocated to the Lenders under a particular Tranche or with particular
Obligations, if any Lender (a "BENEFITTED LENDER") shall at any time receive any
payment of all or part of its Loans or the other Obligations owing to it, or
interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in Section 10.05, or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in
respect of such other Lender's Loans or the other Obligations owing to such
other Lender, or interest thereon, such Benefitted Lender shall purchase for
cash from the other Lender a participating interest in such portion of each such
other Lender's Loans and/or other Obligations owing to each such other Lender,
or shall provide such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such Benefitted Lender to
share the excess payment or benefits of such collateral or proceeds ratably with
each of the Lenders; PROVIDED, HOWEVER, that if all or any portion of such
excess payment or benefits is thereafter recovered from such Benefitted Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest.

          (c)     Notwithstanding anything to the contrary contained herein, the
provisions of preceding Sections 13.06(a) and (b) shall be subject to the
express provisions of this Agreement which (x) require differing payments to be
made with respect to the various Tranches of Loans or (y) prohibit payments in
respect of any Tranche of Loans.

          13.07 CALCULATIONS; COMPUTATIONS. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP,

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consistently applied throughout the periods involved (except as set forth in the
notes thereto or as otherwise disclosed in writing by the Borrowers to the
Lenders).

          (b)     Notwithstanding anything to the contrary contained in clause
(a) of this Section 13.07, except as expressly otherwise provided herein, all
calculations determining the "Applicable Margins", compliance with Section 9 and
the financial terms as used herein shall be made in accordance with GAAP.

          (c)     All computations of interest, Commitment Commission and Fees
hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days,
as the case may be, in the case of interest on Base Rate Loans and Canadian
Prime Rate Loans) for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest,
Commitment Commission or Fees are payable.

          (d)     For purposes of the Interest Act (Canada), (i) whenever any
interest or fee under this Agreement is calculated using a rate based on a year
of 360 days or 365 days, as the case may be, the rate determined pursuant to
such calculation, when expressed as an annual rate, is equivalent to (x) the
applicable rate based on a year of 360 days or 365 days, as the case may be, (y)
multiplied by the actual number of days in the calendar year in which the period
for which such interest or fee is payable (or compounded) ends, and (z) divided
by 360 or 365, as the case may be; (ii) the principle of deemed reinvestment of
interest does not apply to any interest calculation under this Agreement; and
(iii) the rates of interest stipulated in this Agreement are intended to be
nominal rates and not effective rates or yields.

          13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS (EXCEPT, IN THE CASE OF
OTHER CREDIT DOCUMENTS, AS SPECIFICALLY OTHERWISE PROVIDED THEREIN) AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE
UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION
OF THE AFORESAID COURTS. EACH BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY
CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH BORROWER, AND
AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENTS BROUGHT IN ANY OF THE
AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH
BORROWER. EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
SUCH BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH
SERVICE TO BECOME EFFECTIVE

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30 DAYS AFTER SUCH MAILING. EACH BORROWER HEREBY IRREVOCABLY WAIVES ANY
OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES
NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER
ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR
INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY AGENT, ANY LENDER OR
THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY BORROWER IN ANY
OTHER JURISDICTION.

          (b)     EACH BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS
OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.

          (c)     EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

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

          13.10 EFFECTIVENESS. This Agreement shall become effective on the date
(the "EFFECTIVE DATE") on which each Borrower, each Agent and each of the
Lenders shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered the same to the Administrative Agent at
the Notice Office or, in the case of the Lenders, shall have given to the
Administrative Agent telephonic (confirmed in writing), written or telex notice
(actually received) at such office that the same has been signed and mailed to
it. The Administrative Agent shall give the Corporation and each Lender prompt
written notice of the occurrence of the Effective Date.

          13.11 HEADINGS DESCRIPTIVE. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

          13.12 AMENDMENT OR WAIVER; ETC. (a) Subject to the provisions of
following clauses (c) and (d), neither this Agreement nor any other Credit
Document nor any terms hereof or thereof may be changed, waived, discharged or
terminated unless such change, waiver,

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discharge or termination is in writing signed by the respective Credit Parties
party thereto and the Required Lenders, PROVIDED that no such change, waiver,
discharge or termination shall, without the consent of each Lender (other than a
Defaulting Lender) with Obligations being directly affected thereby, (i) extend
the final scheduled maturity of any Loan or Note (except as a result of the
extension of the Maturity Date as provided in Section 1.21) or extend the stated
expiration date of any Letter of Credit beyond the Maturity Date (as the same
may be extended as provided in Section 1.21), or reduce the rate or extend the
time of payment of interest (except in connection with a waiver of applicability
of any post-default increase in interest rates) or Fees thereon or reduce the
principal amount thereof (except to the extent repaid in cash) (it being
understood that any amendment or modification to the financial definitions in
this Agreement or to Section 13.07(a) or (b) shall not constitute a reduction in
any rate of interest or fees for purposes of this clause (i), so long as the
primary purpose of the respective amendments or modifications to the financial
definitions was not to reduce the interest or Fees payable hereunder), (ii)
amend, modify or waive any provision of this Section 13.12 (except for technical
amendments with respect to additional extensions of credit pursuant to this
Agreement which afford the protections set forth in the proviso below to such
additional extensions of credit), (iii) reduce the percentage specified in the
definition of Required Lenders (it being understood that, with the consent of
the Required Lenders, additional extensions of credit pursuant to this Agreement
may be included in the determination of the Required Lenders on substantially
the same basis as the extensions of Term Loans and Revolving Loan Commitments
are included on the Effective Date), (iv) consent to the assignment or transfer
by any Borrower of any of its rights and obligations under this Agreement
(except that, with the consent of the Required Lenders, the Corporation may
assign or transfer its rights hereunder in connection with a merger or
consolidation with or into another Person as contemplated by (and in accordance
with the requirements of) Section 9.02) or (v) release the Corporation or
Sheraton from its Guaranty (it being understood, however, that the assumption by
another Person of the Corporation's or Sheraton's obligations under the relevant
Guaranty in connection with a merger or consolidation of the Corporation or
Sheraton, as the case may be, with such other Person as contemplated by (and in
accordance with the requirements of) Section 9.02 shall not be construed to be a
release of the Corporation or Sheraton, as the case may be, from its Guaranty);
PROVIDED FURTHER, that, in addition to the consent of the Required Lenders
required above, no such change, waiver, discharge or termination shall (u) in
the case of any such change, waiver, discharge or termination to or of any
Incremental Loan Agreement, without the consent of each Lender (other than a
Defaulting Lender) party thereto, amend, modify, waive or terminate such
Incremental Loan Agreement, (v) increase the Commitments (or sub-commitments) of
any Lender over the amount thereof then in effect without the consent of such
Lender (it being understood that waivers or modifications of conditions
precedent, covenants, Defaults or Events of Default or of a mandatory reduction
in the Total Commitment shall not constitute an increase of the Commitment (or
sub-commitment) of any Lender, and that an increase in the available portion of
any Commitment (or sub-commitment) of any Lender shall not constitute an
increase of the Commitment (or sub-commitment) of such Lender), (w) without the
consent of each Issuing Bank, amend, modify or waive any provision of Section 2
or alter its rights or obligations with respect to Letters of Credit, (x)
without the consent of each Swingline Lender, alter its rights or obligations
with respect to Swingline Loans, (y) without the consent of the respective
Agent, amend, modify or waive any provision of Section 12 or any other provision
as same relates to the rights or obligations of such Agent, or (z) without the
consent of the Supermajority Lenders of the Term Loans, amend the definition of
Supermajority Lenders (it being understood that, with

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the consent of the Required Lenders, additional extensions of credit pursuant to
this Agreement may be included in the determination of the Supermajority Lenders
on substantially the same basis as the extensions of the Loans and Commitments
are included on the Effective Date) or waive, or decrease the amount of, any,
Scheduled Repayment or extend the date on which any Scheduled Repayment is
required to be made (it being understood and agreed, however, that (I) any
reduction in the portion of any Scheduled Repayment payable prior to the
Maturity Date to which a Lender may be entitled as a result of the provision
(and incurrence) of Incremental Term Loans pursuant to Sections 1.01(f) and 1.19
and the absence of any proportionate increase in such Scheduled Repayments at
the time of such provision (and incurrence), shall not require the consent of
the Supermajority Lenders, (II) nothing in this clause (z) shall be construed to
limit the right of each Lender to consent to the extension of the final
scheduled maturity date of any Loan or Note on the terms specified in clause (i)
of the immediately preceding proviso and (III) if additional term loans (other
than Incremental Term Loans) are made pursuant to the Term Loan Tranche, the
Scheduled Repayments may be increased on a proportionate basis without the
consent of the Supermajority Lenders).

          (b)     If, in connection with any proposed change, waiver, discharge
or termination to any of the provisions of this Agreement as contemplated by
clauses (i) through (vi), inclusive, of the first proviso to Section 13.12(a),
the consent of the Required Lenders is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then the
Corporation shall have the right, so long as all non-consenting Lenders whose
individual consent is required are treated as described below, to replace each
such non-consenting Lender or Lenders with one or more Replacement Lenders
pursuant to Section 1.14 so long as at the time of such replacement, each such
Replacement Lender consents to the proposed change, waiver, discharge or
termination, PROVIDED FURTHER, that in any event the Corporation shall not have
the right to replace a Lender solely as a result of the exercise of such
Lender's rights (and the withholding of any required consent by such Lender)
pursuant to the second proviso to Section 13.12(a).

          (c)     At any time and from time to time after the Effective Date,
one or more Persons may become Alternate Currency Revolving Loan Borrowers in
accordance with the provisions of Section 6.04 and the definition of Alternate
Currency Revolving Loan Borrower contained herein. Upon the satisfaction of such
provisions, such Person shall constitute an Alternate Currency Revolving Loan
Borrower and a Borrower party to this Agreement, without any further actions
taken by any Persons. Furthermore, the Corporation may, at any time and from
time to time, by written notice to the Administrative Agent, remove any
Alternate Currency Revolving Loan Borrower as such an Alternate Currency
Revolving Loan Borrower on a prospective basis; PROVIDED that at the time of
such removal there are no outstanding Alternate Currency Revolving Loans owing
to such Alternate Currency Revolving Loan Borrower, and all other amounts then
due and payable by such Alternate Currency Revolving Loan Borrower have been
paid in full. Any removal of a Person as an Alternate Currency Revolving Loan
Borrower shall have no effect on any obligations of such Person as an Alternate
Currency Revolving Loan Borrower hereunder in respect of Obligations previously
incurred by it hereunder or with respect to any of the indemnities set forth
herein (including, without limitation, in Sections 1.11, 1.12, 1.16(b), 2.06,
4.04, 12.06 and 13.01), which shall survive the removal of such Person as an
Alternate Currency Revolving Loan Borrower.

                                      -129-
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          (d)     From time to time after the Effective Date, if, with the
consent of the Corporation and the Administrative Agent, one or more Lenders is
willing (at its sole discretion), to increase the amount of its Alternate
Currency Revolving Loan Sub-Commitment with respect to one or more Alternate
Currencies, then the Alternate Currency Revolving Loan Sub-Commitments of such
Lender may be so increased as agreed by it (pursuant to a written agreement
entered into, and executed by, the respective Lender, the Administrative Agent
and the Corporation); PROVIDED that (x) to the extent the Alternate Currency
Revolving Loan Sub-Commitments of the respective Lender are increased, the
Non-Alternate Currency Revolving Loan Sub-Commitment of the respective Lender
shall be decreased, (y) arrangements satisfactory to the Administrative Agent
shall be made so that, after giving effect to the adjustment to the respective
Lender's Alternate Currency Revolving Loan Sub-Commitments, such Lender
participates in all then outstanding extensions of credit on the same basis as
it would otherwise have so participated if it had originally had Alternate
Currency Revolving Loan Sub-Commitments and a related Non-Alternate Currency
Revolving Loan Sub-Commitment as same will be in effect after giving effect to
the changes contemplated by this clause (d) and (z) without the prior written
consent of the Required Lenders, no increase to any Alternate Currency Revolving
Loan Sub-Commitment of any Lender shall be made pursuant to this clause (d) if,
immediately after giving effect thereto, the Total Alternate Currency Revolving
Loan Sub-Commitment would exceed the lesser of (x) $350,000,000 and (y) the
Total Revolving Loan Commitment as then in effect.

          (e)     From time to time after the Effective Date, if one or more
Alternate Currency Lenders desires to reduce the amount of its Alternate
Currency Revolving Loan Sub-Commitment with respect to one or more Alternate
Currencies, then the respective Alternate Currency Lender shall provide 30 days'
prior written notice thereof to the Corporation and the Administrative Agent,
specifying the relevant Alternate Currency Revolving Loan Sub-Commitment to be
so reduced and the amount of such reduction; PROVIDED HOWEVER, that no more than
one such notice may be delivered by any Alternate Currency Lender in any 3 month
period. Any such reduction to an Alternate Currency Revolving Loan
Sub-Commitment of any Alternate Currency Lender shall be effective on the 30th
day following delivery of the foregoing notice (or, if such 30th day is not a
Business Day, the next succeeding Business Day after such 30th day), with the
following to occur concurrently therewith: (i) the Non-Alternate Currency
Revolving Loan Sub-Commitment of the respective Lender shall be increased by the
amount of the reduction to the Alternate Currency Revolving Loan Sub-Commitment
of such Lender, (ii) the relevant Borrowers shall, in coordination with the
Administrative Agent, (x) repay outstanding Dollar Revolving Loans and/or
Alternate Currency Revolving Loans in a given Alternate Currency of certain of
the RL Lenders, and incur additional Dollar Revolving Loans and/or Alternate
Currency Revolving Loans in a given Alternate Currency from certain other RL
Lenders (including the Incremental RL Lenders) or (y) take such other actions as
may be required by the Administrative Agent (including by requiring new Dollar
Revolving Loans or Alternate Currency Revolving Loans in a given Alternate
Currency to be incurred and added to then outstanding Borrowings of the
respective such Loans, even though as a result thereof such new Loans (to the
extent required to be maintained as Euro Rate Loans) may have a shorter Interest
Period than the then outstanding Borrowings of the respective such Loans), in
each case to the extent necessary so that (I) all of the RL Lenders effectively
participate in each outstanding Borrowing of Dollar Revolving Loans PRO RATA on
the basis of their Dollar Percentages (determined after giving effect to the
decrease in the Alternate Currency Revolving

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Loan Commitment or Commitments of such Lender (and the increase in the
Non-Alternate Currency Revolving Loan Sub-Commitment of such Lender) pursuant to
this Section 13.12(e)) and (II) all Alternate Currency Lenders with an Alternate
Currency Revolving Loan Sub-Commitment in a given Alternate Currency effectively
participate in each outstanding Borrowing of Alternate Currency Revolving Loans
in such Alternate Currency PRO RATA on the basis of their Alternate Currency RL
Percentages as the same relate to such Alternate Currency (determined after
giving effect to the decrease in the Alternate Currency Revolving Loan
Commitment or Commitments of such Lender (and the increase in the Non-Alternate
Currency Revolving Loan Sub-Commitment of such Lender) pursuant to this Section
13.12(e)), (iii) the Corporation shall pay to the respective RL Lenders any
costs of the type referred to in Section 1.12 in connection with any repayment
and/or Borrowing required pursuant to preceding clause (ii) and (iv) to the
extent Dollar Revolving Loans or Alternate Currency Revolving Loans in a given
Alternate Currency are to be so incurred or added to the then outstanding
Borrowings of the respective such Loans which are maintained as Euro Rate Loans,
the Lenders that have made such Loans shall be entitled to receive from the
Borrowers such amounts, as reasonably determined by the respective Lenders, to
compensate them for funding the various Revolving Loans during an existing
Interest Period (rather than at the beginning of the respective Interest Period,
based upon rates then applicable thereto). All determinations by any Lender
pursuant to clause (iv) of the immediately preceding sentence shall, absent
manifest error, be final and conclusive and binding on all parties hereto.

          (f)     Notwithstanding anything to the contrary contained in clauses
(a) through (e) above of this Section 13.12, the Corporation, the Administrative
Agent and each Incremental Loan Lender may, in accordance with the provisions of
Sections 1.19 and 1.20, enter into an Incremental Loan Commitment Agreement,
PROVIDED that after the execution and delivery by the Corporation, the
Administrative Agent and each such Incremental Loan Lender of such Incremental
Loan Commitment Agreement, such Incremental Loan Commitment Agreement may
thereafter only be modified in accordance with the requirements of clause (a)
through (e) above of this Section 13.12.

          13.13 SURVIVAL. All indemnities set forth herein including, without
limitation, in Sections 1.11, 1.12, 1.16(b), 2.06, 4.04, 12.06 and 13.01 shall
survive the execution, delivery and termination of this Agreement, the Notes and
the other Credit Documents and the making and repayment of the Obligations (it
being understood and agreed that all such indemnities shall also survive as to
any Lender that has assigned all of its obligations hereunder pursuant to
Section 13.04(b) with respect to the period of time in which such Lender was a
"Lender" hereunder).

          13.14 DOMICILE OF LOANS. Each Lender may transfer and carry its Loans
at, to or for the account of any office, Subsidiary or Affiliate of such Lender.
Notwithstanding anything to the contrary contained herein, to the extent that a
transfer of Loans pursuant to this Section 13.14 would, at the time of such
transfer, result in increased costs under Section 1.11, 1.12, 1.16(b), 2.06 or
4.04 in excess of those being charged by the respective Lender prior to such
transfer, then the Borrowers shall not be obligated to pay such excess increased
costs (although the Borrowers, in accordance with and pursuant to the other
provisions of this Agreement, shall be obligated to pay the costs which would
apply in the absence of such designation and any subsequent increased costs of
the type described above resulting from changes after the date of the respective
transfer).

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          13.15 REGISTER. Each Borrower hereby designates the Administrative
Agent to serve as such Borrower's agent, solely for purposes of this Section
13.15, to maintain a register (the "REGISTER") on which it will record the
Commitments from time to time of each of the Lenders, the Loans made by each of
the Lenders and each repayment in respect of the principal amount of the Loans
of each Lender. Failure to make any such recordation, or any error in such
recordation, shall not affect the respective Borrower's obligations in respect
of such Loans. With respect to any Lender, the transfer of the Commitments of
such Lender and the rights to the principal of, and interest on, any Loan made
pursuant to such Commitments shall not be effective until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to
ownership of such Commitments and Loans and prior to such recordation all
amounts owing to the transferor with respect to such Commitments and Loans shall
remain owing to the transferor. The registration of assignment or transfer of
all or part of any Commitments and Loans shall be recorded by the Administrative
Agent on the Register only upon the acceptance by the Administrative Agent of a
properly executed and delivered Assignment and Assumption Agreement pursuant to
Section 13.04(b). Coincident with the delivery of such an Assignment and
Assumption Agreement to the Administrative Agent for acceptance and registration
of assignment or transfer of all or part of a Loan, or as soon thereafter as
practicable, the assigning or transferor Lender shall surrender the Note, if
any, evidencing such Loan, and thereupon one or more new Notes in the same
aggregate principal amount shall, if requested, be issued to the assigning or
transferor Lender and/or the new Lender. The registration of any provision of
Incremental Loan Commitments pursuant to Sections 1.19 and 1.20 shall be
recorded by the Administrative Agent on the Register only upon the acceptance of
the Administrative Agent of a properly executed and delivered Incremental Loan
Commitment Agreement. Coincident with the delivery of such Incremental Loan
Commitment Agreement for acceptance and registration of the provision of an
Incremental Loan Commitment, or as soon thereafter as practicable, new Term
Notes or new Revolving Notes, as the case may be, shall be issued to the
respective Incremental Loan Lender at the request of such Incremental Loan
Lender. Each Borrower jointly and severally agrees to indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this Section
13.15.

          13.16 JUDGMENT CURRENCY. (a) The Credit Parties' obligations hereunder
and under the other Credit Documents to make payments in the respective
Applicable Currency (the "OBLIGATION CURRENCY") shall not be discharged or
satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any currency other than the Obligation Currency, except to the
extent that such tender or recovery results in the effective receipt by the
Administrative Agent or the respective Lender of the full amount of the
Obligation Currency expressed to be payable to the Administrative Agent or such
Lender under this Agreement or the other Credit Documents. If for the purpose of
obtaining or enforcing judgment against any Credit Party in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other
than the Obligation Currency (such other currency being hereinafter referred to
as the "JUDGMENT CURRENCY") an amount due in the Obligation Currency, the
conversion shall be made, at the Alternate Currency Equivalent or the Dollar
Equivalent thereof, as the case may be, and, in the case of other currencies,
the rate of exchange (as quoted by the Administrative Agent or if the
Administrative Agent does not quote a rate of exchange on such currency, by a
known dealer in such currency designated by the Administrative Agent)
determined, in each case, as of

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the day on which the judgment is given (such Business Day being hereinafter
referred to as the "JUDGMENT CURRENCY CONVERSION DATE").

          (b)     If there is a change in the rate of exchange prevailing
between the Judgment Currency Conversion Date and the date of actual payment of
the amount due, the Borrowers covenant and agree to pay, or cause to be paid,
such additional amounts, if any (but in any event not a lesser amount) as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate or exchange prevailing on the Judgment Currency Conversion
Date.

          (c)     For purposes of determining the Alternate Currency Equivalent
or the Dollar Equivalent or any other rate of exchange for this Section, such
amounts shall include any premium and costs payable in connection with the
purchase of the Obligation Currency.

          13.17 CONFIDENTIALITY. (a) Subject to the provisions of clause (b) of
this Section 13.17, each Lender agrees that it will use its reasonable best
efforts not to disclose without the prior consent of the Corporation (other than
to its employees, officers, directors, auditors, advisors or counsel or to
another Lender if the Lender or such Lender's holding or parent company in its
sole discretion determines that any such party should have access to such
information, provided such Persons shall be subject to the provisions of this
Section 13.17 to the same extent as such Lender) any information with respect to
the Corporation or any of its Subsidiaries which is now or in the future
furnished pursuant to this Agreement or any other Credit Document, PROVIDED that
any Lender may disclose any such information (a) as has become generally
available to the public other than by virtue of a breach of this Section by such
Lender, (b) to the extent such information was legally in possession of such
Lender prior to its receipt from or on behalf of the Corporation or any of its
Subsidiaries and was from a source not known to such Lender to be (x) bound by a
confidentiality agreement with the Corporation or (y) otherwise prohibited from
transmitting such information to such Lender by a contractual, legal or
fiduciary obligation, (c) such information becomes available to such Lender from
a source other than the Corporation or any of its Subsidiaries and such source
is not known to such Lender to be (x) bound by a confidentiality agreement with
the Corporation or (y) otherwise prohibited from transmitting such information
to such Lender by a contractual, legal or fiduciary obligation, (d) as may be
required or reasonably appropriate in any report, statement or testimony
submitted to, or in response to a request from, any municipal, state or Federal
governmental or regulatory body having or claiming to have jurisdiction over
such Lender or to the Federal Reserve Board, the Federal Deposit Insurance
Corporation, the NAIC or similar organizations (whether in the United States or
elsewhere) or their successors, (e) as may be required or reasonably appropriate
in response to any summons or subpoena or in connection with any litigation, (f)
in order to comply with any Requirement of Law applicable to such Lender, (g) to
any Agent or any other Lender, (h) to any direct or indirect contractual
counterparties in swap agreements or such contractual counterparties'
professional advisors; PROVIDED that such contractual counterparty or
professional advisor to such contractual counterparty agrees in writing to keep
such information confidential to the same extent required of the Lenders
thereunder, and (i) to any prospective or actual transferee or participant in
connection with any contemplated transfer or participation of

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any of the Notes or Commitments or any interest therein by such Lender, PROVIDED
that such prospective transferee shall have agreed to be subject to the
provisions of this Section 13.17(a).

          (b)     Each of the Borrowers hereby acknowledge and agree that each
Lender may, in connection with the Transaction or the participation of such
Lender pursuant to this Agreement and the other Credit Documents, share with any
of its affiliates any information related to the Corporation or any of its
Subsidiaries (including, without limitation, any nonpublic customer information
regarding the creditworthiness of the Corporation and its Subsidiaries, provided
such Persons shall be subject to the provisions of this Section 13.17 to the
same extent as such Lender).

          13.18 SPECIAL PROVISIONS REGARDING COLLATERAL, ADDITIONAL SUBSIDIARIES
GUARANTY AND RELEASE OF COLLATERAL AND SUBSIDIARIES FROM ADDITIONAL SUBSIDIARIES
GUARANTY. (a) (i) Pursuant to clause (i)(A) of the proviso appearing in the
first recital to the Pledge and Security Agreement, the Parent Companies (by
their execution and acknowledgement of this Agreement) hereby represent and
warrant that (x) the Existing Credit Agreement is being refinanced in full and
all obligations thereunder are being repaid in full on the Initial Borrowing
Date and (y) on the Initial Borrowing Date, this Agreement shall become the
Credit Agreement under, and as defined in, the Pledge and Security Agreement.

          (ii)    Pursuant to clause (ii) of the proviso appearing in the first
recital to the Pledge and Security Agreement, the Parent Companies (by their
execution and acknowledgement of this Agreement) hereby give notice to the
Pledgee that the Indebtedness under this Agreement shall be treated as issued
under the Credit Agreement for purposes of (and as defined in) the Pledge and
Security Agreement.

          (iii)   Each Additional Subsidiary Guarantor hereby unconditionally
and irrevocably guarantees to (x) the Lender Creditors (as defined in the
Sheraton Guaranty) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all Obligations owing by each
Borrower under this Agreement and each other Credit Document to which such
Borrower is a party, whether now existing or hereafter incurred under, arising
out of or in connection with this Agreement or any such other Credit Document
and (y) the Other Creditors (as defined in the Sheraton Guaranty) the full and
prompt payment when due (whether at stated maturity, by acceleration or
otherwise) of all Other Obligations (as defined in the Sheraton Guaranty) owing
by the Corporation or any of its Subsidiaries, whether now in existence or
hereafter arising. The guaranty pursuant to this Section 13.18(a)(iii) is an
absolute guaranty of payment and performance and not a guaranty of collection.

          (iv)    The Administrative Agent and the Corporation acknowledge and
agree that the Lenders party to this Agreement constitute the Required Lenders
under, and as defined in, the Existing Credit Agreement as in effect immediately
prior to the consummation of the Transaction.

          (b)     Each Lender hereby agrees (by its execution hereof) that (x)
that the Indebtedness under this Agreement shall be treated as issued under the
Credit Agreement for purposes of (and as defined in) the Pledge and Security
Agreement and (y) as of 5:00 P.M. (New York time) on the Initial Borrowing Date
(and after the initial incurrence of Loans on such date)

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(the "REQUIRED RELEASE TIME"), (i) each Additional Subsidiary Guarantor shall be
automatically released from the Additional Subsidiaries Guaranty (as a result of
which, pursuant to Section 21 of the Pledge and Security Agreement, each such
Additional Subsidiary Guarantor shall be released as a Pledgor under the Pledge
and Security Agreement), (ii) all of the Collateral pledged pursuant to the
Pledge and Security Agreement by any Pledgor shall be automatically released
(without any further action on the part of any Lender) and (iii) no additional
or further Collateral shall at any time be required to be pledged pursuant to
the Pledge and Security Agreement, in each case so long as each of the following
conditions shall have been satisfied at the Required Release Time:

                  (I)   no ITT Note Event (as defined in the Pledge and Security
          Agreement) shall have occurred and be continuing;

                  (II)  no Default or Event of Default under Section 10.05 with
          respect to the Corporation or Sheraton then exists;

                  (III) an Authorized Officer of the Corporation shall have
          delivered an officer's certificate to the Pledgee (in accordance with
          the requirements of Section 18(c) of the Pledge and Security
          Agreement), certifying that the release of all of the Collateral of
          the Pledgors under the Pledge and Security Agreement pursuant to this
          Section 13.18(b) is permitted pursuant to Section 18(b) of the Pledge
          and Security Agreement;

                  (IV)  an Authorized Officer of the Parent Companies shall have
          delivered an officer's certificate to the Pledgee (in accordance with
          the requirements of the third sentence appearing in Section 20 of the
          Pledge and Security Agreement), certifying that the release of
          Collateral under the Pledge and Security Agreement pursuant to Section
          13.18(b) does not violate the terms of any Secured Debt Agreement (as
          defined in the Pledge and Security Agreement); and

                  (V)   the Administrative Agent shall have received an opinion
          from Sidley Austin Brown & Wood LLP, special counsel to the Credit
          Parties, addressed to the Agents and each of the Lenders, in the form
          set forth as Exhibit F-4.

In connection with the foregoing, each of the Lenders hereby authorizes the
Pledgee to take such actions as may be required to be taken by the Pledgee
pursuant to Section 18(b) of the Pledge and Security Agreement to effectuate the
release of the Collateral. The releases described in clauses (i), (ii) and (iii)
of the first sentence of this Section 13.18(b) are herein collectively called
the "COLLATERAL AND GUARANTY RELEASE".

          (c)     Notwithstanding anything to the contrary contained in Section
5.05, the parties hereto acknowledge and agree that the conditions precedent
described in, and the actions required to be taken pursuant to, Sections
5.05(b), (c) and (d) (to the extent applicable to the Existing Senior Notes)
shall be required to be satisfied or taken, as the case may be, concurrently
with the Collateral and Guaranty Release pursuant to Section 13.18(b) and, in
any event, no later than the Required Release Time, rather than as otherwise
required by said Sections. All

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provisions of this Credit Agreement (including, without limitation, all
conditions precedent, representations, warranties, covenants, events of default
and other agreements herein and therein) shall be deemed modified to the extent
necessary to permit the taking of the actions required by said Sections 5.05(b),
(c) and (d) at the time of the Collateral and Guaranty Release pursuant to
Section 13.18(b), rather than as otherwise provided in said Sections. The
acceptance of the benefits of the Loans shall constitute a representation,
warranty and covenant by each Borrower to each of the Lenders that the actions
required pursuant to this Section 13.18(c) will be, or have been, taken at the
time of the Collateral and Guaranty Release pursuant to Section 13.18(b) and, in
any event, no later than the Required Release Time. The parties hereto
acknowledge and agree that the failure to take any of the actions required above
by the Required Release Time (whether as a result of the failure of the
conditions to the Collateral and Guaranty Release to be satisfied at such time
or otherwise) shall give rise to an immediate Event of Default pursuant to this
Agreement.

          SECTION 14. CORPORATION GUARANTY.

          14.01 THE GUARANTY. In order to induce the Lenders to enter into this
Agreement and to extend credit hereunder and to induce the Lenders or any of
their respective Affiliates to enter into Interest Rate Protection Agreements or
Other Hedging Agreements, and in recognition of the direct benefits to be
received by the Corporation from the proceeds of the Loans, the issuance of the
Letters of Credit and the entering into of Interest Rate Protection Agreements
or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as
follows: the Corporation hereby unconditionally and irrevocably guarantees, as
primary obligor and not merely as surety the full and prompt payment when due,
whether upon maturity, acceleration or otherwise, of any and all of the
Guaranteed Obligations to the Guaranteed Creditors. If any or all of the
Guaranteed Obligations to the Guaranteed Creditors becomes due and payable
hereunder, the Corporation unconditionally promises to pay such indebtedness to
the Guaranteed Creditors, or order, on demand, together with any and all
expenses which may be incurred by the Guaranteed Creditors in collecting any of
the Guaranteed Obligations. This Corporation Guaranty is a guaranty of payment
and not of collection. This Corporation Guaranty is a continuing one and all
liabilities to which it applies or may apply under the terms hereof shall be
conclusively presumed to have been created in reliance hereon. If claim is ever
made upon any Guaranteed Creditor for repayment or recovery of any amount or
amounts received in payment or on account of any of the Guaranteed Obligations
and any of the aforesaid payees repays all or part of said amount by reason of
(i) any judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including the Alternate Currency Revolving Loan Borrowers and any other
Guaranteed Party), then and in such event the Corporation agrees that any such
judgment, decree, order, settlement or compromise shall be binding upon the
Corporation, notwithstanding any revocation of this Corporation Guaranty or any
other instrument evidencing any liability of any Alternate Currency Revolving
Loan Borrower or any other Guaranteed Party, and the Corporation shall be and
remain liable to the aforesaid payees hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by any such payee.

          14.02 BANKRUPTCY. Additionally, the Corporation unconditionally and
irrevocably guarantees the payment of any and all of the Guaranteed Obligations
to the Guaranteed

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Creditors whether or not due or payable by any Alternate Currency Revolving Loan
Borrower or any other Guaranteed Party upon the occurrence of any of the events
specified in Section 10.05, and unconditionally promises to pay such
indebtedness to the Guaranteed Creditors, or order, on demand.

          14.03 NATURE OF LIABILITY. The liability of the Corporation hereunder
is exclusive and independent of any guaranty of the Guaranteed Obligations
whether executed by the Corporation, any other guarantor or by any other party,
and the liability of the Corporation hereunder is not affected or impaired by
(a) any direction as to application of payment by any Alternate Currency
Revolving Loan Borrower, any other Guaranteed Party or by any other party, or
(b) any other continuing or other guaranty, undertaking or maximum liability of
a guarantor or of any other party as to the Guaranteed Obligations, or (c) any
payment on or in reduction of any such other guaranty or undertaking, or (d) any
dissolution, termination or increase, decrease or change in personnel by any
Alternate Currency Revolving Loan Borrower or any other Guaranteed Party, or (e)
any payment made to the Guaranteed Creditors on the Guaranteed Obligations which
any such Guaranteed Creditor repays to any Alternate Currency Revolving Loan
Borrower or any other Guaranteed Party pursuant to court order in any
bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and the Corporation waives any right to the deferral or modification
of its obligations hereunder by reason of any such proceeding, or (f) any action
or inaction of the type described in Section 14.05, or (g) the lack of validity
or enforceability of any Credit Document or any other instrument relating
thereto.

          14.04 INDEPENDENT OBLIGATION. No invalidity, irregularity or
unenforceability of all or any part of the Guaranteed Obligations shall affect,
impair or be a defense to this Corporation Guaranty, and this Corporation
Guaranty shall be primary, absolute and unconditional notwithstanding the
occurrence of any event or the existence of any other circumstances which might
constitute a legal or equitable discharge of a surety or guarantor except
payment in full of the Guaranteed Obligations. The obligations of the
Corporation hereunder are independent of the obligations of any Alternate
Currency Revolving Loan Borrower, any other Guaranteed Party, any other
guarantor or any other Person and a separate action or actions may be brought
and prosecuted against the Corporation whether or not action is brought against
any Alternate Currency Revolving Loan Borrower, any other Guaranteed Party, any
other guarantor or any other Person and whether or not any Alternate Currency
Revolving Loan Borrower, any other Guaranteed Party, any other guarantor or any
other Person be joined in any such action or actions. The Corporation waives, to
the full extent permitted by law, the benefit of any statute of limitations
affecting its liability hereunder or the enforcement thereof. Any payment by an
Alternate Currency Revolving Loan Borrower or any other Guaranteed Party or
other circumstance which operates to toll any statute of limitations as to such
Alternate Currency Revolving Loan Borrower shall operate to toll the statute of
limitations as to the Corporation.

          14.05 AUTHORIZATION. The Corporation authorizes the Guaranteed
Creditors without notice or demand (except as shall be required by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to:

          (a)     change the manner, place or terms of payment of, and/or change
     or extend the time of payment of, renew, increase, accelerate or alter, any
     of the Guaranteed

                                      -137-
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     Obligations (including any increase or decrease in the rate of interest
     thereon) or any liability incurred directly or indirectly in respect
     thereof, and this Corporation Guaranty made shall apply to the Guaranteed
     Obligations as so changed, extended, renewed or altered;

          (b)     take and hold security for the payment of the Guaranteed
     Obligations and sell, exchange, release, impair, surrender, realize upon or
     otherwise deal with in any manner and in any order any property by
     whomsoever at any time pledged or mortgaged to secure, or howsoever
     securing, the Guaranteed Obligations or any liabilities (including any of
     those hereunder) incurred directly or indirectly in respect thereof or
     hereof, and/or any offset thereagainst;

          (c)     exercise or refrain from exercising any rights against any
     Alternate Currency Revolving Loan Borrower, any other Guaranteed Party or
     others or otherwise act or refrain from acting;

          (d)     release or substitute any one or more endorsers, guarantors,
     any Alternate Currency Revolving Loan Borrower, any other Guaranteed Party
     or other obligors;

          (e)     settle or compromise any of the Guaranteed Obligations or any
     liability (including any of those hereunder) incurred directly or
     indirectly in respect thereof or hereof, and may subordinate the payment of
     all or any part thereof to the payment of any liability (whether due or
     not) of any Alternate Currency Revolving Loan Borrower or any other
     Guaranteed Party to their respective creditors other than the Guaranteed
     Creditors;

          (f)     apply any sums by whomsoever paid or howsoever realized to any
     liability or liabilities of any Alternate Currency Revolving Loan Borrower
     or any other Guaranteed Party to the Guaranteed Creditors regardless of
     what liability or liabilities of such Alternate Currency Revolving Loan
     Borrower or such other Guaranteed Party remain unpaid;

          (g)     consent to or waive any breach of, or any act, omission or
     default under, this Agreement, any other Credit Document, any Interest Rate
     Protection Agreement or Other Hedging Agreement or any of the instruments
     or agreements referred to herein or therein, or otherwise amend, modify or
     supplement this Agreement, any other Credit Document, any Interest Rate
     Protection Agreement or Other Hedging Agreement or any of such other
     instruments or agreements; and/or

          (h)     take any other action which would, under otherwise applicable
     principles of common law, give rise to a legal or equitable discharge of
     the Corporation from its liabilities under this Corporation Guaranty.

          14.06 RELIANCE. It is not necessary for the Guaranteed Creditors to
inquire into the capacity or powers of any Alternate Currency Revolving Loan
Borrower or any other Guaranteed Party or the officers, directors, partners or
agents acting or purporting to act on their behalf, and any Guaranteed
Obligations made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

                                      -138-
<Page>

          14.07 SUBORDINATION. Any of the indebtedness of any Alternate Currency
Revolving Loan Borrower or any other Guaranteed Party now or hereafter owing to
the Corporation is hereby subordinated to the Guaranteed Obligations of such
Alternate Currency Revolving Loan Borrower or such other Guaranteed Party owing
to the Guaranteed Creditors; and if the Administrative Agent so requests at a
time when an Event of Default exists, all such indebtedness of such Alternate
Currency Revolving Loan Borrower or such other Guaranteed Party to the
Corporation shall be collected, enforced and received by the Corporation for the
benefit of the Guaranteed Creditors and be paid over to the Administrative Agent
on behalf of the Guaranteed Creditors on account of the Guaranteed Obligations
of such Alternate Currency Revolving Loan Borrower or such Guaranteed Party to
the Guaranteed Creditors, but without affecting or impairing in any manner the
liability of the Corporation under the other provisions of this Corporation
Guaranty. Prior to the transfer by the Corporation of any note or negotiable
instrument evidencing any of the indebtedness of any Alternate Currency
Revolving Loan Borrower or any other Guaranteed Party to the Corporation, the
Corporation shall mark such note or negotiable instrument with a legend that the
same is subject to this subordination. Without limiting the generality of the
foregoing, the Corporation hereby agrees with the Guaranteed Creditors that it
will not exercise any right of subrogation which it may at any time otherwise
have as a result of this Corporation Guaranty (whether contractual, under
Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed
Obligations have been irrevocably paid in full in cash.

          14.08 WAIVER. (a) The Corporation waives any right (except as shall be
required by applicable statute and cannot be waived) to require any Guaranteed
Creditor to (i) proceed against any Alternate Currency Revolving Loan Borrower,
any other Guaranteed Party, any other guarantor or any other party, (ii) proceed
against or exhaust any security held from any Alternate Currency Revolving Loan
Borrower, any other Guaranteed Party, any other guarantor or any other party or
(iii) pursue any other remedy in any Guaranteed Creditor's power whatsoever. The
Corporation waives any defense based on or arising out of any defense of any
Alternate Currency Revolving Loan Borrower, any other Guaranteed Party, any
other guarantor or any other party, other than payment in full in cash of the
Guaranteed Obligations, based on or arising out of the disability of any
Alternate Currency Revolving Loan Borrower, any other Guaranteed Party, any
other guarantor or any other party, or the unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of any Alternate Currency Revolving Loan Borrower or any other
Guaranteed Party other than payment in full in cash of the Guaranteed
Obligations. The Guaranteed Creditors may, at their election, foreclose on any
security held by the Administrative Agent or any other Guaranteed Creditor by
one or more judicial or nonjudicial sales, whether or not every aspect of any
such sale is commercially reasonable (to the extent such sale is permitted by
applicable law), or exercise any other right or remedy the Guaranteed Creditors
may have against any Alternate Currency Revolving Loan Borrower, any other
Guaranteed Party or any other party, or any security, without affecting or
impairing in any way the liability of the Corporation hereunder except to the
extent the Guaranteed Obligations have been paid in cash. The Corporation waives
any defense arising out of any such election by the Guaranteed Creditors, even
though such election operates to impair or extinguish any right of reimbursement
or subrogation or other right or remedy of the Corporation against any Alternate
Currency Revolving Loan Borrower, any other Guaranteed Party or any other party
or any security.

                                      -139-
<Page>

          (b)     The Corporation waives all presentments, demands for
performance, protests and notices, including, without limitation, notices of
nonperformance, notices of protest, notices of dishonor, notices of acceptance
of this Corporation Guaranty, and notices of the existence, creation,
modification or incurring of new or additional Guaranteed Obligations. The
Corporation assumes all responsibility for being and keeping itself informed of
each Alternate Currency Revolving Loan Borrower's and each other Guaranteed
Party's financial condition and assets, and of all other circumstances bearing
upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope
and extent of the risks which the Corporation assumes and incurs hereunder, and
agrees that the Guaranteed Creditors shall have no duty to advise the
Corporation of information known to them regarding such circumstances or risks.

          (c)     Until such time as the Guaranteed Obligations have been paid
in full in cash, the Corporation hereby waives all rights of subrogation which
it may at any time otherwise have as a result of this Corporation Guaranty
(whether contractual, under Section 509 of the Bankruptcy Code, or otherwise) to
the claims of the Guaranteed Creditors against any Alternate Currency Revolving
Loan Borrower, any other Guaranteed Party or any other guarantor of the
Guaranteed Obligations and all contractual, statutory or common law rights of
reimbursement, contribution or indemnity from any Alternate Currency Revolving
Loan Borrower, any other Guaranteed Party or any other guarantor which it may at
any time otherwise have as a result of this Corporation Guaranty.

          14.09 PAYMENTS. All payments made by the Corporation pursuant to this
Section 14 shall be made in the respective Applicable Currency in which the
Guaranteed Obligations are then due and payable (giving effect, in the
circumstances contemplated by Section 1.17, to any conversion occurring pursuant
thereto). All payments made by the Corporation pursuant to this Section 14 will
be made without setoff, counterclaim or other defense, and shall be subject to
the provisions of Sections 4.03, 4.04 and 13.16.

                                      -140-
<Page>

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

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

                               By: /s/Jeff S. Drew
                                   --------------------------------
                                   Name: Jeff S. Drew
                                   Title: Senior Vice President & Treasurer

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

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

                               By: /s/Alexander B.v. Johnson
                                   --------------------------------
                                   Name: Alexander B.V. Johnson
                                   Title: Managing Director

<Page>

                               JPMORGAN CHASE BANK,
                                 Individually and as Syndication Agent

                               By: /s/John F. Mix
                                   --------------------------------
                                   Name: John F. Mix
                                   Title: Vice President

<Page>

                               BANK OF AMERICA, N.A.,
                                 Individually and as a Co-Documentation Agent

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

<Page>

                               FLEET NATIONAL BANK,
                                 Individually and as a Co-Documentation Agent

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

<Page>

                               SOCIETE GENERALE,
                                 Individually and as a Co-Documentation Agent

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

<Page>

                               BANK of NOVA SCOTIA


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

<Page>

                               BANK OF MONTREAL


                               By: /s/Eduardo Mendoza
                                   --------------------------------
                                   Name: Eduardo Mendoza
                                   Title: Vice President

<Page>

                               CREDIT LYONNAIS NEW YORK BRANCH


                               By: /s/David Bowers
                                   --------------------------------
                                   Name: David Bowers
                                   Title: Vice President

<Page>

                               BNP PARIBAS


                               By: /s/Janice S.H. Ho
                                   --------------------------------
                                   Name: Janice S.H. Ho
                                   Title: Director

<Page>

                               BANK ONE, NA


                               By: /s/Dennis J. Redpath
                                   --------------------------------
                                   Name: Dennis J. Redpath
                                   Title: Director, Capital Markets

<Page>

                               ING CAPITAL LLC


                               By: /s/David A. Mazujian
                                   --------------------------------
                                   Name: David A. Mazujian
                                   Title: Managing Director

<Page>

                               LEHMAN COMMERCIAL PAPER, INC.


                               By: /s/Michele Swanson
                                   --------------------------------
                                   Name: Michele Swanson
                                   Title: Authorized Signatory

<Page>

                               BANK OF HAWAII


                               By: /s/Luke Yeh
                                   --------------------------------
                                   Name: Luke Yeh
                                   Title: Vice President

<Page>

                               CHANG HWA COMMERCIAL BANK, LTD.,
                                 NEW YORK BRANCH


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

<Page>

                               ERSTE BANK


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


                               ERSTE BANK


                               By: /s/John S. Runnion
                                   --------------------------------
                                   Name: John S. Runnion
                                   Title: Managing Director

<Page>

                               FIRST COMMERCIAL BANK,
                                 NEW YORK AGENCY

                               By: /s/Bruce M. J. Ju
                                   ---------------------------------------------
                                   Name: Bruce M. J. Ju
                                   Title: Vice President & General Manager

<Page>

                               THE NORINCHUKIN BANK,
                                 NEW YORK BRANCH


                               By: /s/Fumiaki Ono
                                   --------------------------------
                                   Name: Fumiaki Ono
                                   Title: General Manager

<Page>

                               CHIAO TUNG BANK CO., LTD.,
                                 NEW YORK AGENCY


                               By: /s/Shyh-Jiann Peng
                                   ---------------------------------------------
                                   Name: Shyh-Jiann Peng
                                   Title: Senior Vice President & General
                                          Manager

<Page>

                               FIRST HAWAIIAN BANK


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

<Page>

                               SAN PAOLO IMI S.P.A.
                                 NEW YORK BRANCH


                               By: /s/Carlo Persico
                                   --------------------------------
                                   Name: Carlo Persico
                                   Title: General Manager


                               SAN PAOLO IMI S.P.A.
                                 NEW YORK BRANCH


                               By: /s/Robert Wurster
                                   --------------------------------
                                   Name: Robert Wurster
                                   Title: Senior Vice President

<Page>

                               ACKNOWLEDGED AND ACCEPTED
                               IN CONNECTION WITH SECTION 13.18:


                               SLT REALTY LIMITED PARTNERSHIP,
                                a Delaware limited partnership,
                                as an Additional Subsidiary Guarantor

                                By: Starwood Hotels & Resorts,
                                    a Maryland real estate investment trust,
                                    its general partner


                                    By: /s/Jeff S. Drew
                                        -------------------------------
                                    Name: Jeff S. Drew
                                    Title:  Vice President & Treasurer


                               STARWOOD HOTELS & RESORTS
                                HOLDINGS, INC.,
                                as an Additional Subsidiary Guarantor


                                By: /s/Jeff S. Drew
                                    --------------------------------------
                                Name:  Jeff S. Drew
                                Title: Vice President, Assistant Secretary
                                       & Assistant Treasurer

<Page>

                               CHARLESTON HOTEL ASSOCIATES, LLC
                               CRYSTAL CITY HOTEL ASSOCIATES, LLC
                               LONG BEACH HOTEL ASSOCIATES, LLC
                               SANTA ROSA HOTEL ASSOCIATES, LLC,
                                each a New Jersey limited liability company,
                                each as an Additional Subsidiary Guarantor

                                By: SLT Realty Limited Partnership,
                                    a Delaware limited partnership,
                                    the managing member of each of the
                                    above listed entities

                                    By: Starwood Hotels & Resorts,
                                        a Maryland real estate investment
                                        trust, its general partner


                                        By: /s/Jeff S. Drew
                                            ------------------------------
                                        Name:  Jeff S. Drew
                                        Title: Vice President & Treasurer

<Page>

                               SLT ALLENTOWN LLC
                               SLT ARLINGTON LLC
                               SLT ASPEN DEAN STREET, LLC
                               SLT BLOOMINGTON LLC
                               SLT DANIA LLC
                               SLT DC MASSACHUSETTS AVENUE, LLC
                               SLT INDIANAPOLIS LLC
                               SLT KANSAS CITY LLC
                               SLT LOS ANGELES LLC
                               SLT MINNEAPOLIS LLC
                               SLT PALM DESERT LLC
                               SLT PHILADELPHIA LLC
                               SLT REALTY COMPANY, LLC
                               SLT SAN DIEGO LLC
                               SLT SOUTHFIELD LLC
                               SLT ST. LOUIS LLC
                               SLT TUCSON LLC STARWOOD ATLANTA II LLC
                               STARWOOD ATLANTA LLC
                               STARWOOD MISSION HILLS, L.L.C.
                               STARWOOD NEEDHAM LLC
                               STARWOOD WALTHAM LLC,
                                each a Delaware limited liability company,
                                each as an Additional Subsidiary Guarantor

                                By: SLT Realty Limited Partnership,
                                    a Delaware limited partnership,
                                    the managing member of each of the
                                    above listed entities

                                    By:  Starwood Hotels & Resorts,
                                         a Maryland real estate investment
                                         trust, its general partner


                                         By: /s/Jeff S. Drew
                                             -------------------------
                                         Name:  Jeff S. Drew
                                         Title: Vice President
                                                & Treasurer

<Page>

                               STARLEX LLC,
                                a New York limited liability company,
                                as an Additional Subsidiary Guarantor

                                By: SLT Realty Limited Partnership,
                                    a Delaware limited partnership,
                                    its managing member

                                    By:  Starwood Hotels & Resorts,
                                         a Maryland real estate investment
                                         trust, its general partner


                                         By: /s/Jeff S. Drew
                                             ---------------------------
                                         Name:  Jeff S. Drew
                                         Title: Vice President
                                                & Treasurer


                               BW HOTEL REALTY, LP
                               CP HOTEL REALTY, LP,
                                 each a Maryland limited partnership,
                                 each as an Additional Subsidiary Guarantor

                                 By: SLT Realty Limited Partnership,
                                     a Delaware limited partnership,
                                     the general partner of each of the above
                                     listed entities

                                     By: Starwood Hotels & Resorts,
                                         a Maryland real estate investment
                                         trust, its general partner


                                         By: /s/Jeff S. Drew
                                             -----------------------------
                                         Name:  Jeff S. Drew
                                         Title: Vice President & Treasurer

<Page>

                               EDISON HOTEL ASSOCIATES, LP,
                                a New Jersey limited partnership,
                                as an Additional Subsidiary Guarantor

                                By: SLT Realty Limited Partnership,
                                    a Delaware limited partnership,
                                    its general partner

                                    By: Starwood Hotels & Resorts,
                                        a Maryland real estate investment
                                        trust, its general partner


                                        By: /s/Jeff S. Drew
                                            -----------------------------
                                        Name:  Jeff S. Drew
                                        Title: Vice President & Treasurer


                               NOVI HOTEL ASSOCIATES, LP
                               PARK RIDGE HOTEL ASSOCIATES LP
                               SLT FINANCING PARTNERSHIP
                               SLT HOUSTON BRIAR OAKS, LP
                               VIRGINIA HOTEL ASSOCIATES, LP,
                                each a Delaware limited partnership,
                                each as an Additional Subsidiary Guarantor

                                By: SLT Realty Limited Partnership,
                                    a Delaware limited partnership,
                                    the general partner of each of the above
                                    listed entities

                                    By: Starwood Hotels & Resorts,
                                        a Maryland real estate investment
                                        trust, its general partner


                                        By: /s/Jeff S. Drew
                                            ---------------------------------
                                            Name:  Jeff S. Drew
                                            Title: Vice President & Treasurer

<Page>

                               PRUDENTIAL HEI JOINT VENTURE,
                                a Georgia general partnership,
                                as an Additional Subsidiary Guarantor

                                By: SLT Realty Limited Partnership,
                                    a Delaware limited partnership,
                                    the general partner of each of the above
                                    listed entities

                                    By: Starwood Hotels & Resorts,
                                        a Maryland real estate investment
                                        trust, its general partner


                                        By: /s/Jeff S. Drew
                                            -------------------------
                                        Name:  Jeff S. Drew
                                        Title: Vice President
                                               & Treasurer

                               HEI HOTELS, L.L.C.
                               SLC CENTRAL PARK SOUTH, LLC
                               SLC INDIANAPOLIS LLC
                               STARWOOD MANAGEMENT COMPANY,
                                LLC,
                                each a Delaware limited liability company,
                                each as an Additional Subsidiary Guarantor

                                By: SLC Operating Limited Partnership,
                                    a Delaware limited partnership,
                                    the managing member of each of the
                                    above listed entities

                                    By:  Starwood Hotels & Resorts
                                         Worldwide, Inc., a Maryland
                                         corporation, its general partner


                                         By: /s/Jeff S. Drew
                                             ------------------------
                                         Name:  Jeff S. Drew
                                         Title: Senior Vice President
                                                & Treasurer

<Page>

                               SLC OPERATING LIMITED PARTNERSHIP,
                                 a Delaware limited partnership,
                                 as an Additional Subsidiary Guarantor

                                 By: Starwood Hotels & Resorts Worldwide, Inc.,
                                     a Maryland corporation, its general partner


                                     By: /s/Jeff S. Drew
                                         ------------------------------------
                                     Name:  Jeff S. Drew
                                     Title: Senior Vice President & Treasurer


                               MILWAUKEE BROOKFIELD LP,
                                a Wisconsin limited partnership,
                                as an Additional Subsidiary Guarantor

                                By: SLC Operating Limited Partnership,
                                    a Delaware limited partnership,
                                    its general partner

                                    By:  Starwood Hotels & Resorts
                                         Worldwide, Inc., a Maryland
                                         corporation, its general partner


                                         By: /s/Jeff S. Drew
                                             ------------------------
                                         Name:  Jeff S. Drew
                                         Title: Senior Vice President
                                                & Treasurer

                               ITT BROADCASTING CORP.,
                                as an Additional Subsidiary Guarantor

                                By: /s/Jeff S. Drew
                                    ---------------------------------------
                                Name:  Jeff S. Drew
                                Title: Vice President & Assistant Treasurer

<Page>

                               THE SHERATON CORPORATION,
                                (f/k/a ITT Sheraton Corporation)
                               DESTINATION SERVICES OF SCOTTSDALE,
                                INC.
                               GENERAL FIDUCIARY CORPORATION
                               GLOBAL CONNEXTIONS INC.
                               STARWOOD RESERVATIONS
                                CORPORATION, (f/k/a ITT Sheraton
                                Reservations Corporation)
                               MANHATTAN SHERATON CORPORATION
                               SAN DIEGO SHERATON CORPORATION
                               SAN FERNANDO SHERATON CORPORATION
                               SHERATON 45 PARK CORPORATION
                               SHERATON ASIA-PACIFIC CORPORATION
                               SHERATON BOSTON CORPORATION
                               SHERATON CALIFORNIA CORPORATION
                               SHERATON FLORIDA CORPORATION
                               SHERATON HARBOR ISLAND
                                CORPORATION
                               SHERATON HAWAII HOTELS CORPORATION
                               SHERATON INTERNATIONAL DE MEXICO,
                                INC.
                               SHERATON WARSAW CORPORATION
                               SHERATON MIAMI CORPORATION
                               SHERATON MIDDLE EAST MANAGEMENT
                                CORPORATION
                               SHERATON NEW YORK CORPORATION
                               SHERATON OVERSEAS TECHNICAL
                                SERVICES CORPORATION
                               SHERATON PEACHTREE CORPORATION
                               SHERATON PHOENICIAN CORPORATION
                               SHERATON SAVANNAH CORPORATION
                               ST. REGIS SHERATON CORPORATION
                               WORLDWIDE FRANCHISE SYSTEMS, INC.
                               SHERATON VERMONT CORPORATION,
                                each as Additional Subsidiary Guarantor


                                By: /s/Jeff S. Drew
                                    ---------------------------------------
                                Name:  Jeff S. Drew
                                Title: Vice President & Assistant Treasurer

<Page>

                               SHERATON INTERNATIONAL, INC.,
                                as an Additional Subsidiary Guarantor


                                By: /s/Jeff S. Drew
                                    ------------------------------------
                                Name:  Jeff S. Drew
                                Title: Senior Vice President & Treasurer

                               SHERATON MANAGEMENT, LLC,
                                (f/k/a Sheraton Management Corporation),
                                a Delaware limited liability company,
                                as an Additional Subsidiary Guarantor

                                By: Sheraton International, Inc.,
                                    a Delaware corporation, its sole
                                    member


                                    By: /s/Jeff S. Drew
                                        ------------------------------------
                                    Name:  Jeff S. Drew
                                    Title: Senior Vice President & Treasurer


                               SHERATON OVERSEAS MANAGEMENT
                                CORPORATION,
                                as an Additional Subsidiary Guarantor

                                By: /s/Jeff S. Drew
                                    --------------------------------
                                Name:  Jeff S. Drew
                                Title: Vice President & Treasurer


                               HUDSON SHERATON CORPORATION LLC,
                                a Delaware limited liability company,
                                as an Additional Subsidiary Guarantor

                                By: The Sheraton Corporation,
                                    (f/k/a ITT Sheraton Corporation),
                                    its managing member


                                    By: /s/Jeff S. Drew
                                        ----------------------------------
                                    Name:  Jeff S. Drew
                                    Title: Vice President, CFO & Treasurer

<Page>

                               ITT MSG, INC.
                               W&S DENVER CORP.
                               W&S REALTY CORPORATION OF
                                DELAWARE
                               BENJAMIN FRANKLIN HOTEL, INC.
                               LAUDERDALE HOTEL COMPANY
                               WESTIN BAY HOTEL COMPANY
                               CINCINNATI PLAZA COMPANY
                               SOUTH COAST WESTIN HOTEL COMPANY
                               TOWNHOUSE MANAGEMENT INC.
                               WVC RANCHO MIRAGE, INC.
                               WESTIN ASSET MANAGEMENT COMPANY
                               W&S ATLANTA CORP.,
                                each as an Additional Subsidiary Guarantor


                                By: /s/Jeff S. Drew
                                    ---------------------------------------
                                Name:  Jeff S. Drew
                                Title: Vice President & Assistant Treasurer


                               SEATTLE WESTIN HOTEL COMPANY,
                                a Washington general partnership,
                                as an Additional Subsidiary Guarantor

                                By: Benjamin Franklin Hotel, Inc.,
                                    its general partner


                                    By: /s/Jeff S. Drew
                                        ------------------------------
                                    Name:  Jeff S. Drew
                                    Title: Vice President & Assistant
                                           Treasurer

                                By: W&S Realty Corporation of Delaware,
                                    its general partner


                                    By: /s/Jeff S. Drew
                                        ------------------------------
                                    Name:  Jeff S. Drew
                                    Title: Vice President & Assistant
                                           Treasurer

<Page>

                               WESTIN PREMIER, INC.,
                               WESTIN VACATION MANAGEMENT
                                CORPORATION,
                               STARWOOD VACATION EXCHANGE
                                COMPANY, (f/k/a Westin Vacation Exchange
                                Company),
                                each as an Additional Subsidiary Guarantor

                                By: Starwood Hotels & Resorts Worldwide, Inc.,
                                    a Maryland corporation,
                                    the sole stockholder of each of the above
                                    listed entities


                                    By: /s/Jeff S. Drew
                                        ------------------------------------
                                    Name:  Jeff S. Drew
                                    Title: Senior Vice President & Treasurer


                               W&S LAUDERDALE CORP.
                               W&S SEATTLE CORP.,
                                each as an Additional Subsidiary Guarantor

                                By: SLT Realty Limited Partnership,
                                    a Delaware limited partnership, the sole
                                    stockholder of each of the above listed
                                    entities

                                    By: Starwood Hotels & Resorts,
                                        a Maryland real estate investment
                                        trust, its general partner


                                        By: /s/Jeff S. Drew
                                            ---------------------------------
                                            Name:  Jeff S. Drew
                                            Title: Vice President & Treasurer

<Page>

                               DATA MARKETING ASSOCIATES EAST, INC.
                               STARWOOD VACATION SERVICES, INC..
                                (f/k/a Vacation Marketing Services, Inc.)
                               VACATION TITLE SERVICES, INC. VACATIONWORKS, INC.
                               VCH COMMUNICATIONS, INC.
                               VCH CONSULTING, INC.
                               VCH PORTFOLIO SERVICES, INC.
                               VCH SALES, INC.
                               VCH SYSTEMS, INC.
                                each as an Additional Subsidiary Guarantor

                                By: STARWOOD VACATION OWNERSHIP,
                                    INC., (f/k/a Vistana, Inc.), as the sole
                                    stockholder of each of the above
                                    listed entities

                                    By: /s/Jared T. Finkelstein
                                        --------------------------------
                                    Name:  Jared T. Finkelstein
                                    Title: Assistant Secretary


                               SVO TRADEMARK, INC.
                               SVO VISTANA VILLAGES, INC.,
                                 (f/k/a VDI2, Inc.)
                               VISTANA ACCEPTANCE CORP.
                               VISTANA CAVE CREEK, INC.
                               VISTANA DEVELOPMENT, INC.,
                                (d/b/a Vistana Development, Ltd.)
                                each as an Additional Subsidiary Guarantor

                                By: STARWOOD VACATION OWNERSHIP,
                                    INC., (f/k/a Vistana, Inc.), as the sole
                                    stockholder of each of the above
                                    listed entities


                                    By: /s/Jared T. Finkelstein
                                        ---------------------------------
                                    Name:  Jared T. Finkelstein
                                    Title: Assistant Secretary

<Page>

                               SVO EAST, INC.,
                                (f/k/a Vistana East, Inc.)
                               SVO INTERNATIONAL, INC.,
                                (f/k/a Vistana International, Inc.)
                               SVO MANAGEMENT, INC.,
                                (f/k/a Vistana Management, Inc. and d/b/a
                                 Vistana Management, Ltd.)
                               SVO MB MANAGEMENT, INC.,
                                (f/k/a Vistana MB Management, Inc.)
                               VISTANA NJ, INC.
                               VISTANA OP INVESTMENT, INC.
                               VISTANA PSL, INC.
                               VISTANA SCOTTSDALE MANAGEMENT,
                                INC.,
                               SVO WEST, INC.,
                                (f/k/a Vistana West, Inc.)
                               POINTS OF COLORADO, INC.
                               SVO PACIFIC, INC.
                                (f/k/a Vistana Pacific, Inc.)
                               WESTIN SVO ARIZONA, INC.
                               SVO CALIFORNIA, INC.
                               SVO CALIFORNIA MANAGEMENT, INC.,
                                each as an Additional Subsidiary Guarantor

                                By: STARWOOD VACATION OWNERSHIP,
                                    INC., (f/k/a Vistana, Inc.), as the sole
                                    stockholder of each of the above
                                    listed entities


                                    By: /s/Jared T. Finkelstein
                                        -------------------------------
                                    Name:  Jared T. Finkelstein
                                    Title: Assistant Secretary

<Page>

                               P.O.C. REALTY, INC.
                               STARWOOD VACATION OWNERSHIP,
                                INC., (f/k/a Vistana, Inc.),
                                each as an Additional Subsidiary Guarantor


                                By: /s/Jared T. Finkelstein
                                    --------------------------------------
                                Name:  Jared T. Finkelstein
                                Title: Assistant Secretary


                               SUCCESS OF ARIZONA, L.L.C.,
                                an Arizona limited liability company
                               SUCCESS OF COLORADO, L.L.C.,
                                a Nevada limited liability company,
                               FIESTA VACATIONS, L.L.C.,
                                an Arizona limited liability company,
                                each as an Additional Subsidiary Guarantor


                                By: SVO West, Inc. (f/k/a Vistana West, Inc.),
                                    its Manager

                                    By: /s/Jared T.Finkelstein
                                        -------------------------------
                                    Name:  Jared T.Finkelstein
                                    Title: Assistant Secretary

                               SUCCESS DEVELOPMENTS, L.L.C.,
                                an Arizona limited liability company,
                                as an Additional Subsidiary Guarantor

                                By: Points of Colorado, Inc.,
                                      its Manager

                                      By: /s/Jared T. Finkelstein
                                        -------------------------------
                                      Name:  Jared T. Finkelstein
                                      Title: Assistant Secretary

<Page>

                               SUCCESS OF COLORADO REALTY, L.L.C.,
                                a Nevada limited liability company,
                                as an Additional Subsidiary Guarantor

                                By: Success of Colorado, L.L.C.,
                                    a Nevada limited liability company,
                                    a member

                                    By: SVO West, Inc. (f/k/a Vistana West,
                                        Inc.), a Florida corporation, its
                                        Manager


                                        By: /s/Jared T. Finkelstein
                                            -------------------------------
                                        Name:  Jared T. Finkelstein
                                        Title: Assistant Secretary

<Page>

                               STARWOOD HOTELS & RESORTS,
                                as an Additional Subsidiary Guarantor


                                By: /s/Jeff S. Drew
                                    -------------------------------------
                                Name:  Jeff S. Drew
                                Title: Vice President & Treasurer


                               THE SHERATON CORPORATION
                                (f/k/a ITT Sheraton Corporation),
                                as an Additional Subsidiary Guarantor


                               By: /s/Jeff S. Drew
                                    -------------------------------------
                               Name:  Jeff S. Drew
                               Title: Vice President, CFO & Treasurer

                               VCM OAKS, INC.,
                                as an Additional Subsidiary Guarantor

                                By: STARWOOD VACATION OWNERSHIP,
                                    INC. (f/k/a Vistana, Inc.), its sole
                                    stockholder


                                    By: /s/Jared T. Finkelstein
                                    -------------------------------------
                                        Name:  Jared T. Finkstein
                                        Title: Assistant Secretary

</TEXT>
</DOCUMENT>
