Starwood 2004 Annual Report Download - page 56

PART IV
Item 15. Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are Ñled as a part of this Joint Annual Report:
1. The Ñnancial statements and Ñnancial statement schedules listed in the Index to Financial
Statements and Schedules following the signature pages hereof.
2. Exhibits:
Exhibit
Number Description of Exhibit
2.1 Formation Agreement, dated as of November 1, 1994, among the Trust, the Corporation, Starwood
Capital and the Starwood Partners (incorporated by reference to Exhibit 2 to the Trust's and the
Corporation's Joint Current Report on Form 8-K dated November 16, 1994). (The SEC Ñle
numbers of all Ñlings made by the Corporation and the Trust pursuant to the Securities Exchange
Act of 1934, as amended, and referenced herein are: 1-7959 (the Corporation) and 1-6828 (the
Trust)).
2.2 Form of Amendment No. 1 to Formation Agreement, dated as of July 1995, among the Trust, the
Corporation and the Starwood Partners (incorporated by reference to Exhibit 10.23 to the Trust's
and the Corporation's Joint Registration Statement on Form S-2 Ñled with the SEC on June 29,
1995 (Registration Nos. 33-59155 and 33-59155-01)).
2.3 Transaction Agreement, dated as of September 8, 1997, by and among the Trust, the Corporation,
Realty Partnership, Operating Partnership, WHWE L.L.C., Woodstar Investor Partnership (""Wood-
star''), Nomura Asset Capital Corporation, Juergen Bartels, Westin Hotels & Resorts Worldwide,
Inc., W&S Lauderdale Corp., W&S Seattle Corp., Westin St. John Hotel Company, Inc.,
W&S Denver Corp., W&S Atlanta Corp. and W&S Hotel L.L.C. (incorporated by reference to
Exhibit 2 to the Trust's and the Corporation's Joint Current Report on Form 8-K Ñled with the SEC
on September 25, 1997, as amended by the Form 8-K/A Ñled with the SEC on December 18, 1997).
3.1 Amended and Restated Declaration of Trust of the Trust, amended and restated through April 16,
1999 (incorporated by reference to Exhibit 3.1 of the Trust's and the Corporation's Joint Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 1999 (the ""1999 Form 10-Q1'').
3.2 Articles of Amendment to the Amended and Restated Declaration of Trust of the Trust, dated as of
November 15, 2004.(2)
3.3 Articles of Restatement of the Corporation, as of May 7, 2004 (incorporated by reference to
Exhibit 10.1 to the Trust's and the Corporation's Joint Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2004 (the ""2004 Form 10-Q2'')).
3.4 Bylaws of the Trust, as amended and restated through November 8, 2004.(2)
3.5 Amended and Restated Bylaws of the Corporation, as amended and restated through May 7, 2004
(incorporated by reference to Exhibit 10.2 to the 2004 Form 10-Q2).
4.1 Amended and Restated Intercompany Agreement, dated as of January 6, 1999, between the
Corporation and the Trust (incorporated by reference to Exhibit 3 to the Trust Form 8-A, except
that on January 6, 1999, the Intercompany Agreement was executed and dated as of January 6,
1999).
4.2 Rights Agreement, dated as of March 15, 1999, between the Corporation and Chase Mellon
Shareholder Services, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4 to the Trust's
and the Corporation's Joint Current Report on Form 8-K Ñled with the SEC on March 15, 1999).
4.3 First Amendment to Rights Agreement, dated as of October 2, 2003 (incorporated by reference to
Exhibit 4 of Form 8-A/A Ñled on October 7, 2003).
4.4 Second Amendment to Rights Agreement, dated as of October 24, 2003 (incorporated by reference
to Exhibit 4 of Form 8-A/A Ñled on October 30, 2003).
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