MASTER AGREEMENT AND PLAN OF MERGER among HOST MARRIOTT CORPORATION, HOST MARRIOTT, L.P., HORIZON SUPERNOVA MERGER SUB, L.L.C., HORIZON SLT MERGER SUB, L.P., STARWOOD HOTELS & RESORTS WORLDWIDE, INC., STARWOOD HOTELS & RESORTS, SHERATON HOLDING...Master Agreement and Plan of Merger • November 14th, 2005 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels • New York
THIS MASTER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 14, 2005, among HOST MARRIOTT CORPORATION, a Maryland corporation (“Horizon”), HOST MARRIOTT, L.P., a Delaware limited partnership (“Horizon OP”), HORIZON SUPERNOVA MERGER SUB, L.L.C., a Maryland limited liability company wholly owned by Horizon OP (“REIT Merger Sub”), HORIZON SLT MERGER SUB, L.P., a Delaware limited partnership wholly owned by REIT Merger Sub, its general partner, and Horizon OP (“SLT Merger Sub” and, together with Horizon, Horizon OP and REIT Merger Sub, the “Horizon Parties”), STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (“Sun”), STARWOOD HOTELS & RESORTS, a Maryland real estate investment trust (“Trust”), SHERATON HOLDING CORPORATION, a Nevada corporation (“SHC”), and SLT REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (“SLT” and, together with Sun, Trust and SHC, the “Sun Parties”).
