AMENDMENT EXCHANGE RIGHTS AGREEMENT (CLASS A REALTY PARTNERSHIP UNITS)General Partnership Agreement |
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Exhibit 10.67
AMENDMENT
TO
EXCHANGE RIGHTS AGREEMENT
(CLASS A REALTY PARTNERSHIP UNITS)
Second
Amendment, dated as of December 17, 2003 (this “Amendment”),
to Exchange Rights Agreement dated as of January 2, 1998, among Starwood
Hotels & Resorts (the “Trust”), SLT Realty Limited Partnership
(the “Realty Partnership”) and certain limited partners of the
Realty Partnership (the “Agreement”). All capitalized terms used in
this Amendment and not otherwise defined herein shall have the respective meanings
assigned thereto in the Agreement.
WHEREAS,
the Board of Trustees of the Trust has determined that it is advisable and in
the best interests of the Trust and its shareholders to exercise the
Trust’s right pursuant to Section 2(c) of the Agreement to modify the
right to exchange Class A RP Units pursuant to the Agreement, and the
amendment thereto, dated October 10, 2002, as set forth in this Amendment
to extend the period of time during which the holders of Class A RP Units
can exchange such units for Class B EPS.
NOW,
THEREFORE, the Trust agrees, for its benefit and the benefit of the holders of
Class A RP Units, as follows:
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