SIXTH AMENDMENT TO CREDIT AGREEMENT

SIXTH AMENDMENT TO CREDIT AGREEMENT

SIXTH AMENDMENT TO CREDIT AGREEMENT (this “ Sixth Amendment ”), dated as of April 27, 2009, among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (the “ Corporation ”), each additional Dollar Revolving Loan Borrower (as defined in the Credit Agreement referred to below) from time to time party to the Credit Agreement, each additional Alternate Currency Revolving Loan Borrower (as defined in the Credit Agreement) from time to time party to the Credit Agreement, various lenders from time to time party to the Credit Agreement (the “ Lenders ”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “ Administrative Agent ”). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the Borrowers, the Lenders, the Administrative Agent, JPMorgan Chase Bank, N.A. and Société Générale, as Syndication Agents, Bank of America, N.A. and Calyon New York Branch, as Documentation Agents, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Lead Arrangers and Book Running Managers, are parties to that certain Credit Agreement, dated as of February 10, 2006 (as amended, modified and/or supplemented to, but not including, the date hereof, the “ Credit Agreement ”); and

WHEREAS, subject to the terms and conditions of this Sixth Amendment, the Lenders and the Borrowers wish to amend certain provisions of the Credit Agreement;

SECTION 1. Section 9.01 of the Credit Agreement is hereby amended by (i) deleting the text “Section 9.01(xiii)” appearing in clauses (iii) and (xi) of said Section and inserting the text “Section 9.01(xiv)” in lieu thereof; (ii) deleting the text “and” appearing at the end of clause (xiii) of said Section; (iii) deleting the text “10%” appearing in clause (xiv) of said Section and inserting the text “5%” in lieu thereof; (iv) deleting the period (“.”) at the end of clause (xiv) of said Section and inserting the text “; and” in lieu thereof; and (v) inserting the following new clause (xv) immediately following clause (xiv) of said Section:

“(xv) Liens incurred after the Initial Borrowing Date and in existence on the Sixth Amendment Effective Date which are listed, and the property subject thereto described, in Schedule 9.01(a), 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(xiv) above), (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, and (z) prior to the Sixth Amendment Effective Date, such Liens were exclusively justified under (and applied as a utilization of the basket described in) Section 9.01(xiv) (as in effect prior to the Sixth Amendment Effective Date). ”

SECTION 2. Section 9.03 of the Credit Agreement is hereby amended by (i) deleting the text “and” appearing at the end of clause (ii) of said Section and (ii) deleting clause (iii) of said Section in its entirety and inserting the following new clauses (iii) and (iv) in lieu thereof:

“(iii) the Corporation may authorize, declare and make an annual Dividend once per Fiscal Year in the form of a cash distribution to its shareholders (payable in the first fiscal quarter of each Fiscal Year) in an amount not to exceed $100,000,000 per Fiscal Year; provided that (x) in no event shall the amount of such Dividend paid in any Fiscal Year exceed Excess Cash Flow for the immediately preceding Fiscal Year, (y) in no event shall any Dividend be authorized, declared or made, unless (1) the Consolidated Leverage Ratio (determined, for this purpose, on a Pro Forma Basis based on the Consolidated Indebtedness as of the date of such authorization, declaration or cash distribution after giving effect to any Indebtedness incurred (or to be incurred) to make such cash distribution) as at the last day of the Reference Period then last ended is less than 5.00:1.00 and (2) no Specified Default or Event of Default exists at the time of the respective authorization, declaration or distribution or would exist immediately after giving effect thereto and (z) on or prior to the date of the payment of such Dividend, the Corporation shall have furnished to the Administrative Agent a certificate from an Authorized Officer of the Corporation certifying to the best of his or her knowledge as to compliance with the requirements of this clause (iii) and containing the calculations (in reasonable detail) required to demonstrate compliance with preceding subclauses (x) and (y)(1); and

(iv) the Corporation may authorize, declare and make Dividends in the form of share repurchases from time to time, so long as (x) the Consolidated Leverage Ratio as at the last day of the most recently ended Reference Period (determined, for this purpose, on a Pro Forma Basis based on the Consolidated Indebtedness as of the date of such authorization, declaration or repurchase after giving effect to any Indebtedness incurred (or to be incurred) to make such repurchase) is less than 4.50:1.00, (y) no Specified Default or Event of Default exists at the time of the respective authorization, declaration or repurchase or would exist immediately after giving effect thereto and (z) on or prior to the date of the payment of such Dividends, the Corporation shall have furnished to the Administrative Agent a certificate from an Authorized Officer of the Corporation certifying to the best of his or her knowledge as to compliance with the requirements of preceding subclauses (x) and (y) and containing the calculations (in reasonable detail) required to demonstrate compliance with preceding subclause (x).”

SECTION 3. Section 9.05 of the Credit Agreement is hereby amended by deleting the text “4.50:1.00” appearing in said Section and inserting the text “5.50:1.00” in lieu thereof.

SECTION 4. Section 11.01 of the Credit Agreement is hereby amended by deleting the definition of “ Applicable Margin ” appearing therein in its entirety and inserting the following text in lieu thereof:

“ 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 Tranche and Type of Loans or Fee and opposite the respective Ratings-Based Level ( i.e. , 1, 2, 3, 4, 5 or 6, as the case may be) and Leverage-Based Level ( i.e. , I, II, III, IV, V or VI, as the case may be) indicated to have been achieved on the applicable Test Date for such Start Date (as adjusted in accordance with the immediately succeeding proviso and as set forth in the respective officer’s certificate delivered pursuant to Section 8.01(d)):

; provided that for purposes of calculations pursuant to the preceding table, if the Ratings-Based Level and the Leverage-Based Level at a given time under the foregoing table would result in the determination of differ