Forward-Looking Statements

EX-10.53 4 p67447exv10w53.txt EX-10.53 Exhibit 10.53 AMENDMENT TO EXCHANGE RIGHTS AGREEMENT (CLASS A REALTY PARTNERSHIP UNITS) Amendment, dated as of October 10, 2002 (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 First Amendment and not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement. WHEREAS, pursuant to Agreement, registered holders of Class A RP Units have the right to tender Class A RP Units to the Trust on or prior to the Cross-Over Date in exchange for shares of Class B EPS; and 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 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: 1. Notwithstanding anything contained in Section 2(a) of the Agreement or in the form of Letter of Transmittal attached thereto as Exhibit A to the contrary, a holder of Class A RP Units may make a Class B EPS Request in a Letter of Transmittal delivered to the Trust after the Cross-Over Date and on or prior to January 2, 2004 (such period the "Extended Conversion Period"); provided, however, that by making a Class B EPS Request during the Extended Conversion Period, a holder of Class A RP Units shall be deemed, automatically and without the need for any further action, to have irrevocably and unconditionally agreed with the Trust, in consideration of the Trust's acceptance of such Class B EPS Request and exercise of the Class B EPS Delivery Option in respect thereof, that such holder will not exercise the Class B Redemption Right (as defined in the Declaration) in respect of any Class B EPS issued to that holder pursuant to such Class B EPS Request before June 30, 2003. 2. Except as otherwise specifically set forth herein, all terms and provisions of the Agreement shall remain in full force and effect and shall be unmodified by the effectiveness of this Amendment. IN WITNESS WHEREOF, Starwood Hotels & Resorts has adopted this Amendment as of the date first above written. STARWOOD HOTELS & RESORTS By: /s/ Kenneth S. Siegel ------------------------ Name: Kenneth S. Siegel Title: Vice President and General Counsel