Summary of STARWOOD HOTEL & RESORTS WORLDWIDE INC

Item 1.01 Entry into a Material Definitive Agreement.

On May 7, 2009, Starwood Hotels & Resorts Worldwide, Inc. (the "Company") completed a public offering of $500,000,000 principal amount of the Company's 7.875% Senior Notes due 2014 (the "Notes"). The Notes were issued pursuant to an indenture, dated as of September 13, 2007 (the "Base Indenture"), as supplemented by Supplemental Indenture No. 1, dated as of September 13, 2007, Supplemental Indenture No. 2, dated as of May 23, 2008 and Supplemental Indenture No. 3, dated May 7, 2009 (the "2014 Supplement"), each between the Company and U.S. Bank National Association, as trustee.

The Notes are direct, unsecured obligations of the Company and rank equally with all of the Company's existing and future unsecured and unsubordinated obligations. Interest on the Notes will be payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2009.

The Company may redeem all or a portion of the Notes at its option at any time or from time to time at a redemption price equal to the greater of:

Х 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date; and

Х the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the 2014 Supplement) plus 50 basis points, plus accrued and unpaid interest to, but excluding, the date of redemption.

In addition, if a Change of Control (as defined in the 2014 Supplement) occurs, unless the Company has exercised its right to redeem the Notes as described in the foregoing paragraph, holders of Notes will have the right to require the Company to repurchase all or any part of their Notes for payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase.

The Notes were sold to the underwriters at an issue price of 94.910% of the principal amount thereof, and the underwriters offered to the Notes to the public at a price of 96.285% of the principal amount thereof. The net proceeds of the offering to the Company were approximately $474 million, which the Company intends to apply to reduce outstanding borrowings under its senior credit facilities and for general corporate purposes.

The Notes were offered and sold by the Company pursuant to its registration statement on Form S-3 (File No. 333-145894).

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, which is filed as an exhibit to the Company's Current Report on Form 8-K, filed on September 17, 2007, and to the full text of the 2014 Supplement, which is filed herewith as exhibit 4.1 hereto, each of which is incorporated herein by reference.